Licenses; Permits; Authorizations. Eminent Promise owns or possesses in the operation of its business all material authorizations which are necessary for it to conduct its business as now conducted. Neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated hereby will require any notice or consent under or have any material adverse effect upon any such authorizations. Eminent Promise, through its subsidiary, Yiyang Tone Express, is a party to a set of contractual agreements with Yiyang Group, a corporation organized under the laws of the PRC, including a Exclusive Management and Consulting and Services Agreement, an Operating Agreement, a Power of Attorney, an Exclusive Option Agreement and an Equity Pledge Agreement pursuant to which Yiyang Tone Express has voting control over Yiyang Group, has the exclusive right and option to acquire all of the equity interests in Yiyang Group, and has the right to advise, consult, manage and operate Yiyang Group and to collect 100% of the net profit of Yiyang Group. As a result of this set of contractual agreements Eminent Promise is deemed to be principally engaged, through Yiyang Group, in the business of transportation in the People’s Republic of China.
Licenses; Permits; Authorizations of the --------------------------------- ------------------- Disclosure Schedule is a schedule of all approvals, authorizations, consents, ------------------- licenses, orders and permits (except for sales and use tax permits and franchise tax regulations) of all governmental agencies, whether United States, state or local, or foreign, required by the nature of the business conducted by the Company to permit the continued operation of such business in the manner in which it was conducted as of the date hereof (indicating in each case, where appropriate, whether or not the consent by a third party to the transfer to the Buyer is required and the expiration date of any governmental approvals). The Company has all material approvals, authorizations, consents, licenses, orders and other permits of all governmental agencies, whether United States, state, local or foreign, required to permit the operation of the Company's business as presently conducted and the Company's business is and has been operated in all material respects in compliance therewith.
Licenses; Permits; Authorizations. (i) Next Metrology has all licences, permits, authorizations and consents from any person, authority or body which are necessary to carry on its business. To the best of Seller’s knowledge, Next Metrology has at all times been in compliance with each Governmental Authorization and Permit. No event has occurred or circumstance exists that could (with or without notice or lapse of time) (I) constitute or result, directly or indirectly, in a violation of, or a failure on the part of Next Metrology to comply with, any Governmental Authorization and Permit, or (II) result, directly or indirectly, in the revocation, suspension, cancellation, termination, or modification of any Governmental Authorization and Permit.
(ii) Next Metrology has not received any notice or other communication (whether oral or written) from any Governmental Authority or any other person regarding (I) any actual, alleged, or potential violation of, or failure to comply with, any Governmental Authorization and Permit, or (II) any actual, proposed, or potential revocation, suspension, cancellation, termination, or modification of any Governmental Authorization and Permit.
(iii) To the best of Seller’s knowledge, all other filings required to have been made with respect to such Governmental Authorizations and Permit have been duly made on a timely basis with the appropriate Governmental Authorities.
(iv) No violation exists in respect of any such licences, permits, authorizations and consents and no proceeding is pending or, to the best of the Seller’s knowledge, threatened against Next Metrology to revoke or materially limit any such licences, permits, authorizations or consents.
Licenses; Permits; Authorizations. Schedule 2.18 hereto is a ------------- schedule of all rights, approvals, authorizations, consents, licenses, orders, accreditations, franchises, concessions, certificates and permits of all governmental agencies, whether United States, state or local, and accrediting bodies, (collectively, the "Licenses") required by the nature of the business conducted by such Party to permit the continued operation of its business in the manner in which it was conducted as of the date hereof (indicating in each case, where appropriate, whether or not the consent by a third party to the transfer to the Company is required). Such Party has all Licenses required to permit the operation of its business as presently conducted; such Party's business is and has been operated in all material respects in compliance therewith and all such Licenses are in full force and effect and no action or claim is pending, nor to the knowledge of such Party, is threatened to revoke, terminate or declare invalid any of the foregoing.
Licenses; Permits; Authorizations. Section 4.13 of the Disclosure Schedule lists all of the material licenses, permits (including mining permits and the amount of any bond or other surety for each mining permit), certificates, bonds, consents, rights and other such authorizations issued or granted as of the Closing Date to each of the ARCO Parties by local, state or Federal governmental authorities or agencies. Except as set forth in Section 4.13 of the Disclosure Schedule, each of the licenses, permits, certificates, bonds, consents, rights and other authorizations listed in Section 4.13 of the Disclosure Schedule is in full force and effect according to the material terms of each instrument, each holder of such licenses, permits, certificates, bonds, consents, rights and other authorizations has complied with all material requirements in connection therewith, and there is not under any such licenses, permits, certificates, bonds, consents, rights and other authorizations any existing material breach or default (or event that, with notice, lapse of time or both, would constitute a material breach or default) by the ARCO Parties.
Licenses; Permits; Authorizations. Schedule 2.18 hereto is a ------------- schedule of all rights, approvals, authorizations, consents, licenses, orders, accreditations, franchises, concessions, certificates and permits of all governmental agencies, whether United States, state or local, and accrediting bodies, (collectively, the "Licenses") required by the nature of the business conducted by Xxxxxxxxx to permit the continued operation of its business in the manner in which it was conducted as of the date hereof (indicating in each case of a License held by Xxxxxxxxx, where appropriate, whether or not the consent by a third party to the transfer to the Company of such License is required). Xxxxxxxxx has all Licenses required to permit the operation of its business as presently conducted; Xxxxxxxxx'x business is and has been operated in all material respects in compliance therewith and all such Licenses are in full force and effect and no action or claim is pending, nor to the knowledge of Xxxxxxxxx, is threatened to revoke, terminate or declare invalid any of the foregoing.
Licenses; Permits; Authorizations. Obtain and maintain in full force and effect, and comply in all material respects with, all such Authorizations as may be necessary or advisable to conduct the operation of the business of the Borrower. .
Licenses; Permits; Authorizations. To the Borrower's knowledge, obtained after due inquiry, Schedule 4.12.12 attached hereto contains a complete and accurate list of, and copies of, all licenses, certificates, permits and authorizations from any governmental authority of any kind which is required to develop, operate, use and maintain the Property as a manufactured home park; and all such licenses, certificates, permits and authorizations have been issued and are in full force and effect.
Licenses; Permits; Authorizations. Section 5.15 of the Disclosure Schedule lists all of the material licenses, permits (including mining permits and the amount of any bond or other surety for each mining permit), certificates, bonds, consents, rights and other such authorizations issued or granted to AOW by local, state or Federal governmental authorities or agencies. Except as set forth in Section 5.15 of the Disclosure Schedule, each of the licenses, permits, certificates, bonds, consents, rights and other authorizations listed in Section 5.15 of the Disclosure Schedule is in full force and effect according to the material terms of each instrument, each holder of such licenses, permits, certificates, bonds, consents, rights and other authorizations has complied with all material requirements in connection therewith, and there is not under any such licenses, permits, certificates, bonds, consents, rights and other authorizations any existing material breach or default (or event that, with notice, lapse of time or both, would constitute a material breach or default) by AOW.
Licenses; Permits; Authorizations. The Ameris Disclosure Letter sets forth (i) a complete list of all material approvals, authorizations, consents, licenses, certificates of need, orders, and permits (hereinafter sometimes collectively referred to as the "Permits") of all governmental agencies, instrumentalities, or bodies, whether federal, state, or local, required by the nature of the Retained Business to permit the continued operations thereof in the manner in which it is being conducted as of the date hereof, and (ii) a description, with respect to each Permit, of any consent, notice, or other action required to consummate the transactions contemplated by this Agreement. Each of the Permits is in full force and effect; and no proceedings or actions with respect to the suspension or cancellation of any Permit is pending or, to the knowledge of Ameris, threatened, and no basis exists therefor. Except as set forth in the Ameris Disclosure Letter, to the knowledge of Ameris, employee or independent contractor of Ameris or the Ameris Subsidiaries required to be licensed by any applicable governmental agency has ever had such license denied, revoked, restricted, suspended, conditioned, placed on probation nor, is such action contemplated or threatened.
