Material Licences. As at the date of satisfaction of the condition set out in paragraph 1 of this Schedule 1, no Relevant Regulatory Authority having issued a decision which results in either revocation of or a change to the terms of any Material Licence, in each case, which would result in a material adverse change. At Completion, each Seller shall:
1. deliver or make available to the Notary the following:
(A) any duly executed, authorised, notarised and, insofar as notarisation is performed by a non-Dutch civil law notary, apostilled power of attorney of the Sellers and the Target Companies under which the relevant Deeds of Transfer will be executed before the Notary on behalf of the Sellers and the Target Companies;
(B) any copies of the deed(s) pursuant to which each of the Sellers has acquired the shares in the capital of the Target Companies;
(C) the original shareholders registers of the Target Companies;
2. deliver or make available the Tax Covenant, the Shareholders Agreement, the Framework Agreement (or, if the Framework Agreement has not been entered into by Completion, the Framework Agreement Term Sheet), the Brand Licence Agreement and the Intellectual Property Assignment Agreement to the other parties to each such agreement in the agreed form duly executed by that Seller;
Material Licences. No event has occurred and is continuing that would constitute a breach of any material provision of, or a default of any material provision under, any Material Licence.
Material Licences it is not in contravention of any Material Licence, or any requirement of any related legislation, and no notice has been given to revoke, modify or amend any such Material Licence, where such contravention, revocation, modification or amendment would result in a Material Adverse Effect; and
Material Licences grant its consent to the revocation, amendment or modification of a Material Licence, where such revocation, amendment or modification would have a Material Adverse Effect;
Material Licences. No licences are required by the Borrower and each Principal Subsidiary in connection with the Energy and Network Business which if not obtained would have a material adverse effect on the business, operation, assets or condition (financial or otherwise) of the Group or could reasonably be expected to have a material adverse effect on the ability of the Borrower to comply with its obligations under the Finance Documents other than the Material Licences.
Material Licences. Any:
(a) Material Licence is terminated, cancelled, suspended or revoked (whether wholly or in part);
(b) restrictions or conditions are imposed on any Material Licence;
(c) Material Licence is modified or varied in a way that is adverse in any material respect to the interests of the relevant member or members of the Group; or
(d) Material Licence expires and is not renewed on substantially the same terms, unless the mining operations are continuing uninterrupted and the circumstances leading to the relevant occurrences referred to in paragraphs (a) to (d) above are capable of remedy and are remedied within sixty (60) days of their occurrence.
Material Licences. (a) It will notify each of the Participating Banks promptly upon the occurrence of any material breach of a Material Licence or upon the receipt of any notice or communication between the Ministry and it or any other member of the Group in connection with a Material Licence which either:
(i) claims a material breach of a Material Licence;
(ii) could reasonably be expected to give rise to a revocation, termination, materially adverse amendment, suspension or withdrawal of a Material Licence; or
(iii) otherwise may be likely to have a Material Adverse Effect.
(b) It will do all such things (at its own expense) as reasonably requested by the Facility Agent if the Facility Agent reasonably believes a Material Licence to be in danger of revocation, termination, materially adverse amendment, suspension or withdrawal, to mitigate the revocation, termination, materially adverse amendment, suspension or withdrawal of such Material Licence.
(c) It will do all such things and take such steps as are necessary to ensure each Material Licence remains in full force and effect; and
(d) It will deliver to the Facility Agent in sufficient copies for each Finance Party any notice or communications referred to in paragraph (a) above together with copies of all other material notices between it and the Ministry.
Material Licences. The Data Room contains details of all material licences and copies of all written material licences of Intellectual Property Rights granted by and to any Group Company, which are material to the business of a Group Company. No Group Company or any counterparty is in material breach of such licence and such licences (i) are valid and binding; (ii) are in full force and effect and no written notice having been given to terminate them; and (iii) have, where required, been duly registered. No such licence (i) has been the subject of any breach or default by any Group Company or, so far as the Seller is aware, any other party or of any event which, with the giving of notice or lapse of time, would constitute a default; or (ii) are the subject of any claim, dispute or proceeding, including, so far as the Seller is aware, claims, disputes or proceedings that are pending or threatened.
Material Licences. (a) Any Material Licence is terminated, cancelled, suspended or revoked (whether wholly or in part.
(b) Any Material Licence is modified or varied in a way that is adverse in any material respect to the interests of the relevant member or members of the Group and such modification or variation is not rectified within 20 Business Days.
(c) Any Material Licence expires and is not renewed by the relevant Official Body.
Material Licences. The Obligors have all Material Licences required to carry on the Business except where the failure to have any of the foregoing would not reasonably be expected to result in a Material Adverse Change.
