Common use of No Violation of Law; Permits Clause in Contracts

No Violation of Law; Permits. (a) The Company and each of the Company’s Subsidiaries are in compliance with and are not in default under or in violation of any federal, state, local or foreign treaty, law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively, “Laws”) applicable to the Company, such Subsidiaries or any of their respective properties or assets, including, without limitation, all authorizations under the Federal Food, Drug and Cosmetic Act of 1938, as amended (the “FDCA”), and the regulations of the U.S. Food and Drug Administration (the “FDA”) promulgated thereunder, and the Foreign Corrupt Practices Act of 1977, as amended, the Occupational Safety and Health Act, the Toxic Substances Control Act, restrictions on technology transfer, import, export and customs regulations, statutes and regulations relating to government contracting, and Laws pertaining to privacy, data protection, and the collection and use of personal information, except where such non-compliance, default or violation has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Notwithstanding anything contained in this Section 3.7(a), no representation or warranty shall be deemed to be made in this Section 3.7(a) in respect of Xxxxxxxx-Xxxxx Act matters, environmental, employee benefits, tax, labor or regulatory compliance matters, which are the subject of the representations and warranties made in Sections 3.5, 3.8, 3.9, 3.15, 3.16 and 3.22 of this Agreement, respectively. (b) The Company and the Company’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity required for the Company and the Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. All Company Permits are in full force and effect, except where the failure to be in full force and effect has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.

No Violation of Law; Permits. (a) The Company Parent and each of the CompanyParent’s Subsidiaries are in compliance with and are not in default under or in violation of any federal, state, local or foreign treaty, law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively, “Laws”) Laws applicable to the Company, Parent or such Subsidiaries or any of their respective properties or assets, including, without limitation, all authorizations under the Federal Food, Drug and Cosmetic Act of 1938, as amended (the “FDCA”), FDCA and the regulations of the U.S. Food and Drug Administration (the “FDA”) FDA promulgated thereunder, and the Foreign Corrupt Practices Act of 1977, as amended, the Occupational Safety and Health Act, the Toxic Substances Control Act, restrictions on technology transfer, import, export and customs regulations, statutes and regulations relating to government contracting, and Laws pertaining to privacy, data protection, and the collection and use of personal information, except where such non-compliance, default or violation has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the CompanyParent. Notwithstanding anything contained in this Section 3.7(a4.7(a), no representation or warranty shall be deemed to be made in pursuant to this Section 3.7(a4.7(a) in respect of Xxxxxxxx-Xxxxx Act matters, matters or environmental, employee benefits, tax, labor or regulatory compliance matters, matters which are the subject of the representations and warranties made in pursuant to Sections 3.54.5, 3.84.8, 3.94.9, 3.154.15, 3.16 4.16 and 3.22 of this Agreement, respectively4.21. (b) The Company Parent and the CompanyParent’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity required necessary for the Company Parent and the CompanyParent’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Parent Permits”), except where the failure to have any of the Company Parent Permits has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the CompanyParent. All Company Parent Permits are in full force and effect, except where the failure to be in full force and effect has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the CompanyParent.

No Violation of Law; Permits. (a) The Since December 31, 2013, except for such matters that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company and each of the Company’s Subsidiaries are in compliance with and are not in default under or in violation of any federal, state, local or foreign treaty, law, statute, ordinance, rule, executive order, ruling, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively, “Laws”) applicable to the Company, such Subsidiaries or any of their respective properties or assets, including, without limitation, all authorizations under the Federal Food, Drug and Cosmetic Act of 1938, as amended (the “FDCA”), and the regulations of the U.S. Food and Drug Administration (the “FDA”) promulgated thereunder, and including the Foreign Corrupt Practices Act of 1977, as amended, amended (the Occupational Safety and Health Act, the Toxic Substances Control Act, restrictions on technology transfer, import, export and customs regulations, statutes and regulations relating to government contracting, and Laws pertaining to privacy, data protection“FCPA”), and the collection applicable listing and use corporate governance rules and regulations of personal information, except where such non-compliance, default or violation has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the CompanyNASDAQ. Notwithstanding anything contained in this Section 3.7(a), no representation or warranty shall be deemed to be made in pursuant to this Section 3.7(a) in respect of Xxxxxxxx-Xxxxx Act matters, the matters referenced in Section 3.5 or in respect of environmental, employee benefits, tax, labor labor, intellectual property or communications regulatory compliance matters, which are the subject of the representations and warranties made in Sections 3.5, Section 3.8, Section 3.9, Section 3.15, 3.16 Section 3.16, Section 3.17 and 3.22 Section 3.21 of this Agreement, respectively. (b) The Company and the Company’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals approvals, registrations and orders of any Governmental Entity required for the Company and the Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (other than any such items which constitute Company Licenses, the “Company Permits”), except where the failure to have any of the Company Permits Permit has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. All Company Permits are in full force and effect, except where the failure to be in full force and effect has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (c) The Company and its Subsidiaries are in compliance with all applicable Laws and industry standards (including PCI and DSS), related to privacy, data protection or the collection and use of personal information and customer proprietary network information gathered or used by the Company or its Subsidiaries applicable to the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries or any of their respective businesses or properties is bound, except where the failure to so comply has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.

No Violation of Law; Permits. (a) The Company and each of its Subsidiaries have materially complied and are in material compliance with all Laws which are applicable to the Company Licenses or to the Company’s or its Subsidiaries’ ownership, operation and holding thereof. The Company and its Subsidiaries are in compliance with and are not in default under or in violation of of, any federal, state, local or foreign treaty, law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively, “Laws”) applicable to the Company, such its Subsidiaries or any of their respective properties or assets. The Company and its Subsidiaries are qualified (as applicable) under (i) the Communications Act and the FCC Rules, including(ii) the Radio Communication Act (Canada), without limitationthe Radio Communications Regulations (Canada), all authorizations under the Federal FoodTelecommunications Act (Canada) and any rules, Drug regulations, and Cosmetic Act orders of 1938the Minister of Industry (collectively, as amended (the “FDCAIndustry Canada Rules”), or (iii) Act no. 83 of 4 July 2003 on Electronic Communications (Norway), the Regulations on Electronic Communications Networks and the regulations Services and any rules, regulations, individual decisions and orders of the U.S. Food Norwegian Post and Drug Administration Telecommunications Authority (collectively, “NPT Rules” with the Norwegian Post and Telecommunications Authority referred to as “FDANPT”) promulgated thereunderto hold and, and subject to the Foreign Corrupt Practices Act receipt of 1977, as amendedthe FCC Consent, the Occupational Safety and Health Act, the Toxic Substances Control Act, restrictions on technology transfer, import, export and customs regulations, statutes and regulations relating to government contracting, and Laws pertaining to privacy, data protection, and the collection and use of personal information, except where such non-compliance, default or violation has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Notwithstanding anything contained in this Section 3.7(a), no representation or warranty shall be deemed to be made in this Section 3.7(a) in respect of Xxxxxxxx-Xxxxx Act matters, environmental, employee benefits, tax, labor or regulatory compliance matters, which are the subject consent of the representations and warranties made in Sections 3.5Minister of Industry (Canada) or the consent of the NPT, 3.8, 3.9, 3.15, 3.16 and 3.22 of this Agreement, respectivelytransfer the Company Licenses. (b) The Company and the Company’s its Subsidiaries are in possession of of, and are in compliance with, all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity required (collectively, but excluding such items relating to the Company Licenses, “Permits”), necessary for the Company and the Company’s its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the CompanyEffect. All Company Permits are in full force and effect, except where the failure to be in full force and effect has not had, and would not reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect on the CompanyEffect.

No Violation of Law; Permits. (a) The Company As of the date hereof and as of the Closing Date, except as provided in Section 2.5 of the Seller Disclosure Schedule, each of the Company’s Subsidiaries are Acquired Companies is in compliance with and are not in default under or in violation of any federal, state, local or foreign treaty, law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively, “Laws”) applicable to the such Acquired Company, such Subsidiaries or any of their respective its properties or assets, including, without limitation, all authorizations under the Federal Food, Drug and Cosmetic Act of 1938, as amended (the “FDCA”), and the regulations of the U.S. Food and Drug Administration (the “FDA”) promulgated thereunder, and the Foreign Corrupt Practices Act of 1977, as amended, the Occupational Safety and Health Act, the Toxic Substances Control Act, restrictions on technology transfer, import, export and customs regulations, statutes and regulations relating to government contracting, and Laws pertaining to privacy, data protection, and the collection and use of personal information, except where such non-compliance, default or violation has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the CompanyAcquired Companies. Notwithstanding anything contained in this Section 3.7(a2.5(a), no representation or warranty shall be deemed to be made in this Section 3.7(a2.5(a) in respect of Xxxxxxxx-Xxxxx Act matters, environmental, employee benefits, tax, labor or regulatory compliance tax matters, which are the subject of the representations and warranties made in Sections 3.52.6, 3.8, 3.9, 3.15, 3.16 2.7 and 3.22 2.13 of this Agreement, respectively. (b) The Company As of the date hereof and as of the Company’s Subsidiaries Closing Date, the Seller is in compliance with and is not in default under or in violation of any Laws applicable to the Purchased Assets, except where such non-compliance, default or violation has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Acquired Companies. Notwithstanding anything contained in this Section 2.5(b), no representation or warranty shall be deemed to be made in this Section 2.5(b) in respect of environmental, employee or tax matters, which are the subject of the representations and warranties made in Sections 2.6, 2.7 and 2.13 of this Agreement, respectively. (c) As of the date hereof, the Seller (together with its Subsidiaries) and, as of the Closing Date, each of the Acquired Companies is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity required necessary for Seller or the Company and Acquired Companies, as the Company’s Subsidiaries case may be, to own, lease and operate their properties and assets the applicable Purchased Assets or to carry on their businesses the business relating to the Purchased Assets as they are is now being conducted and in connection with the Seller’s pursuit of the Escondido repowering project at the current stage of the permitting process, each of which is listed in Section 2.5(c) of the Seller Disclosure Schedule (the “Company Seller Permits”), except where the failure to have any of the Company Seller Permits has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the CompanyAcquired Companies. All Company As of the date hereof and as of the Closing Date, all Seller Permits to be transferred to the Acquired Companies pursuant to the Transfer are in full force and effect, except where the failure to be in full force and effect has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the CompanyAcquired Companies.

No Violation of Law; Permits. (a) The Company and each of the Company’s Subsidiaries are in compliance with and are not in default under or in violation of any federal, state, local or foreign treaty, law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively, “Laws”) ), applicable to the Company, such Subsidiaries or any of their respective properties or assets, including, without limitation, all authorizations under the Federal Food, Drug and Cosmetic Xxxxxxxx-Xxxxx Act of 1938, as amended 2002 (the “FDCA”), and the regulations of the U.S. Food and Drug Administration (the “FDAXxxxxxxx-Xxxxx Act”) promulgated thereunder, and the Foreign Corrupt Practices Act of 1977, as amended, the Occupational Safety and Health Act, the Toxic Substances Control Act, restrictions on technology transfer, import, export and customs regulations, statutes and regulations relating to government contracting, and Laws pertaining to privacy, data protection, and the collection and use of personal information, except where such non-compliance, default or violation has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the CompanyCompany and except as would not reasonably be expected to significantly impair or delay consummation of the transactions contemplated hereby. Notwithstanding anything contained in this Section 3.7(a), no representation or warranty shall be deemed to be made in this Section 3.7(a) in respect of Xxxxxxxx-Xxxxx Act mattersthe matters referenced in Section 3.5, or in respect of environmental, tax, employee benefits, tax, labor or regulatory compliance communications Laws matters, which are the subject of the representations and warranties made in Sections 3.5, 3.8, 3.9, 3.15, 3.16 3.16, 3.21 and 3.22 of this Agreement, respectively. (b) The Company and the Company’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity required necessary for the Company and the Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the CompanyCompany and except as would not reasonably be expected to significantly impair or delay consummation of the transactions contemplated hereby. All Company Permits are in full force and effect, except where the failure to be in full force and effect has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the CompanyCompany and except as would not reasonably be expected to significantly impair or delay consummation of the transactions contemplated hereby.