Common use of Parent Permits Clause in Contracts

Parent Permits. Parent and its Subsidiaries are in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all applicable Governmental Authorities necessary for Parent and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as they are now being conducted (the “Parent Permits”), except where the failure to possess or file the Parent Permits has not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, all Parent Permits are in all respects valid and in full force and effect and are not subject to any administrative or judicial proceeding that would reasonably be expected to result in modification, termination or revocation thereof. Parent and each of its Subsidiaries is in material compliance with the terms and requirements of all Parent Permits, except where such non-compliance has not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Appears in 3 contracts

Sources: Arrangement Agreement (Cleveland-Cliffs Inc.), Arrangement Agreement (Score Media & Gaming Inc.), Arrangement Agreement (Penn National Gaming Inc)

Parent Permits. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries are in possession of hold all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all applicable Governmental Authorities governmental Consents necessary for Parent and its Subsidiaries to own, lease and operate the operation of their properties and assets and to carry on their respective businesses as they are now being conducted (the “Parent Permits”). All Parent Permits are in full force and effect, except where the failure to possess or file the Parent Permits has not had or be in full force and effect would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Except as has Parent and each of its Subsidiaries are and since their respective dates of incorporation or formation, have been in compliance with the terms of Parent Permits, except for failures to comply that have not had or and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. There is no Proceeding pending, all Parent Permits are in all respects valid and in full force and effect and are not subject or, to the knowledge of Parent, threatened that seeks, or, to the knowledge of Parent, any administrative existing condition, situation or judicial proceeding set of circumstances that would reasonably be expected to result in modificationin, termination the revocation, cancellation, termination, non-renewal or revocation thereof. adverse modification of any Parent and each of its Subsidiaries is in material compliance with the terms and requirements of all Parent Permits, Permit except where such revocation, cancellation, termination, non-compliance has not had renewal or adverse modification would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Appears in 2 contracts

Sources: Merger Agreement (VerifyMe, Inc.), Merger Agreement (RYVYL Inc.)

Parent Permits. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent and each of its Subsidiaries are in possession of hold all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, clearances, permissions, qualifications and registrations and orders of all applicable Governmental Authorities governmental Consents necessary for Parent and its Subsidiaries to own, lease and operate the operation of their properties and assets and to carry on their respective businesses as they are now being conducted (the “Parent Permits”). All Parent Permits are in full force and effect, except where the failure to possess or file the Parent Permits has not had or be in full force and effect would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Except as has Parent and each of its Subsidiaries are and since the Measurement Date, have been in compliance with the terms of Parent Permits, except for failures to comply that have not had or and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. There is no Proceeding pending, all Parent Permits are in all respects valid and in full force and effect and are not subject or, to the knowledge of Parent, threatened that seeks, or, to the knowledge of Parent, any administrative existing condition, situation or judicial proceeding set of circumstances that would reasonably be expected to result in modificationin, termination the revocation, cancellation, termination, non-renewal or revocation thereof. adverse modification of any Parent and each of its Subsidiaries is in material compliance with the terms and requirements of all Parent Permits, Permit except where such revocation, cancellation, termination, non-compliance has not had renewal or adverse modification would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Appears in 2 contracts

Sources: Merger Agreement (Onconetix, Inc.), Merger Agreement (Gryphon Digital Mining, Inc.)