Licenses, Permits and Required Consents. The Company has all required franchises, tariffs, licenses, ordinances, certifications, approvals, authorizations and permits ("Authorizations") necessary to the conduct of its business as currently conducted or proposed to be conducted. A list of such Authorizations is set forth in Section 2.32 of the Company Disclosure Schedule attached hereto, true, correct and complete copies of which have previously been delivered to OCIS. All Authorizations relating to the business of the Company are in full force and effect, no violations have been made in respect thereof, and no proceeding is pending or threatened which could have the effect of revoking or limiting any such Authorizations and the same will not cease to remain in full force and effect by reason of the transactions contemplated by this Agreement.
Licenses, Permits and Required Consents. ERC, the LLC and each of the Subsidiaries have all federal, state and local licenses, certifications, approvals, authorizations and permits necessary to the conduct of their businesses as currently conducted, including, but not limited to licenses and other permits required by federal, state and local laws (i) to sell the Intervals in the states and local jurisdictions in which the Resorts are located, as well as all other state and local jurisdictions in which the Intervals are being advertised, marketed and sold (ii) to occupy and operate the Real Property (collectively, "Licenses and Permits" or in the case of permits issued by any governmental authority, a "Governmental Permit"). A list of the Licenses, Permits and Governmental Permits is set forth on Schedule 3.14(a) hereto, true, correct and complete copies of which have previously been delivered to Purchaser. Except as would not have an ERC Material Adverse Effect, all Licenses, Permits and Governmental Permits are in full force and affect, and, no material violations have been made in respect thereof and no proceeding is pending which is likely to have the effect of revoking or limiting any such Licenses and Permits. The execution and delivery of this Agreement and the Related Agreements, and the consummation of the Merger and the compliance with the provisions of this Agreement and the Related Agreements by ERC, the LLC and the ERC Shareholders will not conflict, or result in any violation of or default under any License, Permit or Governmental Permit.
Licenses, Permits and Required Consents. Each of Thermal Tennis and the Thermal Tennis Subsidiary has all required franchises, tariffs, licenses, ordinances, certifications, approvals, authorizations and permits (“Authorizations”) necessary to the conduct of its business as currently conducted or proposed to be conducted. All Authorizations relating to the business of Thermal Tennis or the Thermal Tennis Subsidiary are in full force and effect, no violations have been made in respect thereof, and no proceeding is pending or threatened which could have the effect of revoking or limiting any such Authorizations and the same will not cease to remain in full force and effect by reason of the transactions contemplated by this Agreement.
Licenses, Permits and Required Consents. Each of OCIS and the OCIS Subsidiary has all required franchises, tariffs, licenses, ordinances, certifications, approvals, authorizations and permits ("Authorizations") necessary to the conduct of its business as currently conducted or proposed to be conducted. A list of such Authorizations is set forth in Section 3.27 of the OCIS Disclosure Schedule attached hereto, true, correct and complete copies of which have previously been delivered to the Company. All Authorizations relating to the business of OCIS or the OCIS Subsidiary are in full force and effect, no violations have been made in respect thereof, and no proceeding is pending or threatened which could have the effect of revoking or limiting any such Authorizations and the same will not cease to remain in full force and effect by reason of the transactions contemplated by this Agreement.
Licenses, Permits and Required Consents. The Company has all required franchises, tariffs, licenses, ordinances, certifications, approvals, authorizations and permits necessary to the conduct of its business as currently conducted.
Licenses, Permits and Required Consents. Each of ORRV and the ORRV Subsidiary has all required franchises, tariffs, licenses, ordinances, certifications, approvals, authorizations and permits (“Authorizations”) necessary to the conduct of its business as currently conducted or proposed to be conducted. All Authorizations relating to the business of ORRV or the ORRV Subsidiary are in full force and effect, no violations have been made in respect thereof, and no proceeding is pending or threatened which could have the effect of revoking or limiting any such Authorizations and the same will not cease to remain in full force and effect by reason of the transactions contemplated by this Agreement.
Licenses, Permits and Required Consents. Each of AirWare International and the AirWare International Subsidiary has all required franchises, tariffs, licenses, ordinances, certifications, approvals, authorizations and permits ("Authorizations") necessary to the conduct of its business as currently conducted or proposed to be conducted. A list of such Authorizations is set forth in Section 3.27 of the AirWare International Disclosure Schedule attached hereto, true, correct and complete copies of which have previously been delivered to the Company. All Authorizations relating to the business of AirWare International or the AirWare International Subsidiary are in full force and effect, no violations have been made in respect thereof, and no proceeding is pending or threatened which could have the effect of revoking or limiting any such Authorizations and the same will not cease to remain in full force and effect by reason of the transactions contemplated by this Agreement.
Licenses, Permits and Required Consents. Each of GLER and the GLER Subsidiary has all required franchises, tariffs, licenses, ordinances, certifications, approvals, authorizations and permits (“Authorizations”) necessary to the conduct of its business as currently conducted or proposed to be conducted. A list of such Authorizations is set forth in Section 3.27 of the GLER Disclosure Schedule attached hereto, true, correct and complete copies of which have previously been delivered to the Company. All Authorizations relating to the business of GLER or the GLER Subsidiary are in full force and effect, no violations have been made in respect thereof, and no proceeding is pending or threatened which could have the effect of revoking or limiting any such Authorizations and the same will not cease to remain in full force and effect by reason of the transactions contemplated by this Agreement.
Licenses, Permits and Required Consents. Each of GT Biopharma and the GT Biopharma Subsidiary has all required franchises, tariffs, licenses, ordinances, certifications, approvals, authorizations and permits (“Authorizations”) materially necessary to the conduct of its business as currently conducted or proposed to be conducted. A list of such Authorizations is set forth in Section 3.27 of the GT Biopharma Disclosure Schedule attached hereto, true, correct and complete copies of which have previously been delivered to the Company. All Authorizations relating to the business of GT Biopharma or the GT Biopharma Subsidiary are in full force and effect, no violations have been made in respect thereof, and no proceeding is pending or threatened which could have the effect of revoking or limiting any such Authorizations and the same will not cease to remain in full force and effect by reason of the transactions contemplated by this Agreement.
Licenses, Permits and Required Consents. Set forth on Schedule 3.9 attached hereto is a list of all material federal, state, local and foreign franchises, tariffs, licenses, ordinances, certifications, approvals, authorizations and permits (collectively, the "Authorizations") necessary for Seller to conduct and operate the Business as currently conducted. All Authorizations relating to the Business are in full force and effect, no violations have been made in respect thereof, and, other than those customer complaints and descriptions thereof set forth in Schedule 3.7 attached hereto, no proceeding is pending or, to the knowledge of Seller, threatened which could have the effect of revoking or limiting any such Authorizations, and the same will not cease to remain in full force and effect by reason of the transactions contemplated by this Agreement. Seller shall exercise its best efforts to file or obtain all FCC and PSC registrations, filings, applications, notices, transfers, consents, approvals, orders, qualifications, authorizations, certifications, waivers or other actions of any kind required to be made, filed, given or obtained by or on behalf of Seller with, to or from the FCC and PSCs in connection with the consummation of the transactions contemplated by this Agreement ("Consents").
