Common use of Permits and Compliance With Laws Generally Clause in Contracts

Permits and Compliance With Laws Generally. 3.7.1 Except as disclosed on Schedule 3.7, Seller possesses and is in compliance with all Permits required to operate the Business as presently operated and to own, lease or otherwise hold the Acquired Assets under all applicable laws, rules, regulations, ordinances and codes, including Environmental Laws (as defined below), except to the extent that any failure to possess, or to comply with, any Permit, laws, rules, regulations or orders would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in Schedule 3.7, the Business is conducted by Seller in compliance with all applicable laws (including the Occupational Safety and Health Act and the rules and regulations thereunder ("OSHA"), zoning, building and similar laws and Environmental Laws), rules, regulations, ordinances, codes, judgments and orders, except for such failures to comply which do not individually or in the aggregate have a Material Adverse Effect. Except as disclosed on Schedule 3.7, all Permits of Seller relating to the operation of the Business are in full force and effect, other than those the failure of which to be in full force and effect would not individually or in the aggregate have a Material Adverse Effect. There are no proceedings pending or, to the Seller Parties' knowledge, threatened that seek the revocation, cancellation, suspension or any adverse modification of any such Permits presently possessed by Seller other than those revocations, cancellations, suspensions or modifications which do not individually or in the aggregate have a Material Adverse Effect.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Citizens Utilities Co), Asset Purchase Agreement (American Water Works Co Inc)

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Permits and Compliance With Laws Generally. 3.7.1 (a) Except as disclosed set forth on Schedule 3.7, Seller each of the Company and the LLC possesses and is in compliance with all Permits required to operate the Business its business as presently operated and to own, lease or otherwise hold the Acquired Assets its property under all applicable laws, rules, regulations, ordinances and codesLaws, including Environmental Laws (as defined below)Laws, except to the extent that any failure to possess, or to comply with, any Permit, laws, rules, regulations Permits or orders Laws would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in Schedule 3.7, Each of the Business is conducted by Seller Company and the LLC conducts its business and operations in compliance with all applicable laws Laws (including the Occupational Safety and Health Act and the rules and regulations thereunder ("OSHA"), zoning, building and similar laws Laws and Environmental Laws), rules, regulations, ordinances, codes, judgments and orders, except for such failures to comply which do not individually or in the aggregate have a Material Adverse Effect. Except as disclosed set forth on Schedule 3.7, all Permits of Seller the Company and the LLC relating to the operation of the Business their respective business and operations are in full force and effect, other than those the failure of which to be in full force and effect would not individually or in the aggregate have a Material Adverse Effect. There Except as set forth on Schedule 3.7, there are no proceedings pending or, to the Seller Parties' Company's, the LLC's or Seller's knowledge, threatened that seek the revocation, cancellation, suspension or any adverse modification of any such Permits presently possessed by the Company, the LLC or Seller other than those revocations, cancellations, suspensions or modifications which do not individually or in the aggregate have a Material Adverse Effect.

Appears in 1 contract

Samples: Stock and Membership Interest Purchase Agreement (Saxton Inc)

Permits and Compliance With Laws Generally. 3.7.1 Except as disclosed on Schedule 3.7, Seller possesses and is in compliance with all Permits required to operate the Business as presently operated and to own, lease or otherwise hold the Acquired Assets under all applicable laws, rules, regulations, ordinances and codes, including Environmental Laws (as defined below), except to the extent that any failure to possess, or to comply with, any Permit, laws, rules, regulations or orders would not, individually or Arizona in the aggregate, have a Material Adverse Effect. Except as disclosed in Schedule 3.7, the Business is conducted by Seller in compliance with all applicable laws (including the Occupational Safety and Health Act and the rules and regulations thereunder ("OSHA"), zoning, building and similar laws and Environmental Laws), rules, regulations, ordinances, codes, judgments and orders, except for such failures to comply which do not individually or in the aggregate have a Material Adverse Effect. Except as disclosed on Schedule 3.7, all Permits of Seller relating to the operation of the Business are in full force and effect, other than those the failure of which to be in full force and effect would not individually or in the aggregate have a Material Adverse Effect. There are no proceedings pending or, to the Seller Parties' knowledge, threatened that seek the revocation, cancellation, suspension or any adverse modification of any such Permits presently possessed by Seller other than those revocations, cancellations, suspensions or modifications which do not individually or in the aggregate have a Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (American Water Works Co Inc)

Permits and Compliance With Laws Generally. 3.7.1 (a) Except as disclosed set forth on Schedule 3.73.17, Seller possesses and is in compliance with all Permits required to operate the Business as presently operated and to own, lease or otherwise hold the Acquired Assets under all applicable laws, rules, regulations, ordinances and codesLaws, including Environmental Laws (as defined below)Laws, except to the extent that any failure to possess, or to comply with, any Permit, laws, rules, regulations or orders Permits would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in set forth on Schedule 3.73.17, the Business is conducted by Seller in compliance with with, and the use, construction and operation of all Real Property constituting any part of the Acquired Assets conforms to, all applicable laws Laws (including the Occupational Safety and Health Act and the rules and regulations thereunder ("OSHA"), zoning, building and similar laws and Environmental Laws), rules, regulations, ordinances, codes, judgments and ordersall restrictions and conditions affecting title, except for such failures to comply which do would not individually or in the aggregate have a Material Adverse Effect. Except as disclosed on Schedule 3.7, all All Permits of Seller relating to the operation of the Business are in full force and effect, other than those the failure of which to be in full force and effect would not individually or in the aggregate have a Material Adverse Effect. There Other than those revocations, cancellations, suspensions and, except as set forth on Schedule 3.7(a), modifications, which would not, individually or in the aggregate, have a Material Adverse Effect, there are no proceedings pending or, to the Seller Parties' best of Seller's knowledge, threatened that seek the revocation, cancellation, suspension or any adverse modification of any such Permits presently possessed by Seller other than those revocations, cancellations, suspensions or modifications which do not individually or in the aggregate have a Material Adverse Effect.and

Appears in 1 contract

Samples: Asset Purchase Agreement (Olin Corp)

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Permits and Compliance With Laws Generally. 3.7.1 Except as disclosed on Schedule 3.7, Seller possesses and is in compliance with all Permits required to operate the Business as presently operated and to own, lease or otherwise hold the Acquired Assets under all applicable laws, rules, regulations, ordinances and codes, including Environmental Laws (as defined below), except to the extent that any failure to possess, or to comply with, any Permit, laws, rules, regulations or orders would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in Schedule 3.7, the Business is conducted by Seller in compliance with all applicable laws (including the Occupational Safety and Health Act and the rules and regulations thereunder ("OSHA"), zoning, building and similar laws and Environmental Laws), rules, regulations, ordinances, codes, judgments and orders, except for such failures to comply which do not individually or in the aggregate have a Material Adverse Effect. Except as disclosed on Schedule 3.7, all All Permits of Seller relating to the operation of the Business are in full force and effect, other than those the failure of which to be in full force and effect would not individually or in the aggregate have a Material Adverse Effect. There are no proceedings pending or, to the Seller Parties' knowledge, threatened that seek the revocation, cancellation, suspension or any adverse modification of any such Permits presently possessed by Seller other than those revocations, cancellations, suspensions or modifications which do not individually or in the aggregate have a Material Adverse Effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (American Water Works Co Inc)

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