Permits and Licenses; Compliance with Law. (a) The Seller currently holds all foreign, federal, state and local permits, licenses, authorizations, certificates, exemptions and approvals of Governmental Authorities or other Persons including, without limitation, Environmental Permits, necessary to conduct the businesses in which they are engaged and to own and use the facilities and properties owned and used by them (collectively, “Permits”), other than such permits or authorizations the lack of which would not materially and adversely affect the Business, properties, prospects or financial condition of the Seller. Each such Permit is valid and in good standing with the issuer of the Permit and not subject to any proceedings for suspension, modification or revocation. Without limiting the generality of the foregoing: (i) the Seller has not received any written notice from any Governmental Authority revoking, canceling, rescinding, materially modifying or refusing to renew any Permit and (ii) the Seller is in compliance with the requirements of all Permits. All such Permits held by the Seller are assignable to the Buyer, and no governmental approvals are required for such assignment, except in each case as set forth on Schedule 2.17. The sale of the Purchased Assets hereunder will not result in a default under or the termination of any such Permit.
(i) The Seller is in compliance with all Laws (including, without limitation, with respect to affiliate transactions) and Governmental Orders applicable to the Business and (ii) the Seller has not been charged at any time with a violation of any Law or any Governmental Order relating to the conduct of the Business.
(c) The Seller has not received any written notice that the Seller is in violation in any respect of any zoning regulation, building restriction, restrictive covenant, ordinance or other Law relating to any Real Property that the Seller owns including the Premises. The Premises are not the subject of any condemnation action and, to the Knowledge of the Seller, there is no proposal under consideration by any Governmental Authority or entity to condemn the Premises.
Permits and Licenses; Compliance with Law. (a) Except as disclosed in Section 3.11 of the Disclosure Schedule, (i) to the Company's Knowledge, Gannett currently holds all the material permits, licenses, authorizations, certificates, exemptions and approvals of Governmental Authorities or other Persons including, without limitation, Environmental Permits, necessary for the current operation and the conduct (as it is being conducted prior to the Transfer Date) of the Business, other than the FCC Licenses (which are provided for in Section 3.12 hereof) (collectively, "PERMITS"), and all material Permits are in full force and effect, (ii) to the Company's Knowledge, since November 1, 1996, Gannett has not received any written notice from any Governmental Authority revoking, canceling, rescinding, modifying or refusing to renew any material Permit and, (iii) to the Company's Knowledge, Gannett is in material compliance with the requirements of all material Permits.
(b) Except as disclosed in Section 3.11 of the Disclosure Schedule, to the Company's Knowledge, (i) Gannett is in compliance in all material respects with all Laws and Governmental Orders, other than the FCC Licenses, the Communications Act and the rules and regulations of the FCC (which are provided for in Section 3.12 hereof), applicable to the conduct of the Business as it is being conducted prior to the Transfer Date, and (ii) Gannett has not been charged, since November 1, 1996, by any Governmental Authority with a violation of any Law or any Governmental Order relating to the Stations, which charge has not been fully resolved and, to the extent required, accounted for.
Permits and Licenses; Compliance with Law. GRANTOR, at its expense, shall comply with all applicable legal requirements, including all federal, state, and local laws and regulations (including City ordinances, regulations and resolutions, and requirements of other agencies with jurisdiction), whether or not said laws or regulations are expressly stated in this Agreement, and obtain and maintain all necessary permits and licenses required in order to own, operate and maintain the Facilities.
Permits and Licenses; Compliance with Law. A. SUBCONTRACTOR, at its own cost, shall procure all permits and licenses required under safety and environmental requirements and standards, whether statutory or regulatory, applicable to SUBCONTRACTOR'S operation at the Facilities. If an existing permit must be modified, SUBCONTRACTOR shall obtain the modification and pay all costs. Upon request of SUBCONTRACTOR accomplished by its submission of completed Form ENG-43, SUBCONTRACTOR Work Request, to Contractor, the Contractor shall join in any applications for any permits or licenses required to be obtained by SUBCONTRACTOR, and shall otherwise cooperate with SUBCONTRACTOR in connection therewith.
B. All permit applications and submissions shall be made in accordance with law and regulation. Contractor shall be notified in writing thirty (30) days prior to any permit application being filed by SUBCONTRACTOR, and SUBCONTRACTOR shall provide copies of all permit applications as filed to Contractor. SUBCONTRACTOR shall provide Contractor with copies of all permits obtained upon receipt.
C. Both parties hereto shall comply with all applicable laws, regulations and ordinances that apply to their respective responsibilities under this Agreement and shall indemnify and hold the other party harmless from loss, liability, cost, expense, fines and penalties resulting from their failure to comply in the execution of their respective responsibilities under this Agreement. If SUBCONTRACTOR is required to accept any costs associated with structural modifications or repairs to real property on account of the foregoing, Contractor agrees to apply the Sponsorship provisions of ss. XXIV herein. BASIC ORDER AGREEMENT 04T002
Permits and Licenses; Compliance with Law. (a) Except as set forth in Schedule 2.10, attached hereto, (i) the Company currently holds all the permits, licenses, authorizations, certificates, exemptions and approvals of Governmental Authorities or other persons or entities necessary for the current operation and conduct of the Company in all material respects as it is being conducted by the Company (collectively, "Permits"), and all Permits are in full force and effect, (ii) the Company has not received written notice from any Governmental Authority revoking, canceling, rescinding, materially modifying or refusing to renew any Permit and (iii) the Company is in compliance in all material respects with the requirements of all Permits.
(b) Except as disclosed in Schedule 2.10, attached hereto, (i) the Company is in compliance in all material respects with all laws and Governmental Orders applicable to the conduct of the Company as it is being conducted and (ii) the Company has not been charged by any Governmental Authority with a violation of any law or any Governmental Order relating to the conduct of the Company.
Permits and Licenses; Compliance with Law. All licenses, permits, authorizations, variances, exemptions, orders and approvals from federal, state, local and foreign governmental and regulatory bodies held or required to be held by the Company in connection with its ownership and lease of real and personal property and the operation of its business have been obtained, other than those Permits which would not have a material adverse effect on the Company. The Company is in compliance in all material respects with the terms of such Permits held by it or applicable to it and with all material requirements, standards and procedures of the federal, state, local and foreign governmental or regulatory bodies which issued them. Except as set forth in the Disclosure Letter, the Company is in compliance in all material respects with all material, federal, state, local and foreign laws, ordinances, codes, regulations, orders, requirements and standards of procedures which are applicable in any material respect to its business. The Disclosure Letter includes, to the extent that any of the following exists: (i) a list of each such adjudged violation; and (ii) a list of each asserted violation, notice of inspection, inspection report or any other written report (excluding Returns) delivered by any governmental or regulatory agency to the Company or delivered by the Company to any governmental or regulatory agency relating to enforcement of or compliance with any of such laws, ordinances, codes, regulations, orders, requirements, standards and procedures material to the Company. Except as set forth in the Disclosure Letter, (i) the Company has complied in all material respects with all existing material federal, state and local laws, rules, regulations, ordinances, orders, judgments and decrees now or hereafter applicable to its business, properties or operations as presently conducted, other than those which would not have a material adverse effect on the Company, and neither the ownership nor use of the Company's properties nor the conduct of its business conflicts, illegally or in violation of any agreement, with the rights of any other person, firm or corporation or violates, or with or without the giving of notice or the passage of time, or both, will violate, conflict with or result in a default, right to accelerate or loss of rights under, any term or provision of (a) the articles of incorporation or bylaws of the Company, as presently in effect, or (b) any mortgage, indenture, deed of trust or material enc...
Permits and Licenses; Compliance with Law. The Company has all necessary franchises, permits, licenses and other rights and privileges necessary to permit it to own its properties and to conduct its business as presently conducted or as proposed to be conducted. The Company is not in violation of any law, regulation, authorization or order of any public authority relevant to the ownership of its properties or the carrying on of its business as presently conducted or as proposed to be conducted.
Permits and Licenses; Compliance with Law. Except as disclosed in Section 3.11 of the Disclosure Schedule, (i) the Company currently holds all the material permits, licenses, authorizations, certificates, exemptions and approvals of Governmental Authorities or other Persons including, without limitation, Environmental Permits, necessary for the current operation and the conduct (as it is being conducted prior to the Closing) of the Business, other than the FCC Licenses (which are provided for in Section 3.12 hereof) (collectively, "Permits"), and all material Permits are in full force and effect, (ii) since November 1, 1996, the Company has not received any written notice from any Governmental Authority revoking, canceling, rescinding, modifying or refusing to renew any material Permit and (iii) the Company is in material compliance with the requirements of all material Permits. Except as disclosed in Section 3.11 of the Disclosure Schedule (i) the Company is in compliance in all material respects with all Laws and Governmental Orders, other than the FCC Licenses, the Communications Act and the rules and regulations of the FCC (which are provided for in Section 3.12 hereof), applicable to the conduct of the Business as it is being conducted prior to the Closing and (ii) the Company has not been charged since November 1, 1996 by any Governmental Authority with a violation of any Law or any Governmental Order relating to the conduct of its business, which charge has not been fully resolved and, to the extent required, accounted for.
Permits and Licenses; Compliance with Law. All licenses, permits, authorizations, variances, exemptions, orders and approvals from federal, state, local and foreign governmental and regulatory bodies held or required to be held by DesignFX in connection with its ownership and lease of real and personal property and the operation of its business have been obtained. DesignFX is in compliance in all material respects with the terms of such licenses, permits, authorizations, variances, exemptions, orders and approvals held by it or applicable to it and with all material requirements, standards and procedures of the federal, state, local and foreign governmental or regulatory bodies which issued them. Except as set forth in Schedule 5.L, DesignFX is in compliance in all material respects with all federal, state, local and foreign laws, ordinances, codes, regulations, orders, requirements and standards of procedures which are applicable in any material respect to its business. Schedule 5.L includes, to the extent that any of the following exists: (i) a list of each adjudged violation; and (ii) a list of each asserted violation, notice of inspection, inspection report or any other written report (excluding Returns) delivered by any governmental or regulatory agency to DesignFX or delivered by DesignFX to any governmental or regulatory agency relating to enforcement of or compliance with any of such laws, ordinances, codes, regulations, orders, requirements, standards and procedures material to DesignFX. Except as set forth on Schedule 5.L, (i) DesignFX has complied with all existing federal, state and local laws, rules, regulations, ordinances, orders, judgments and decrees now or hereafter applicable to its business, properties or operations as presently conducted, and neither the ownership nor use of DesignFX's properties nor the conduct of its business conflicts with the rights of any other person, firm or corporation or violates, or with or without the giving of notice or the passage of time, or both, will violate, conflict with or result in a default, right to accelerate or loss of rights under, any term or provision of (a) the certificate of organization or Operating Agreement of DesignFX, as presently in effect, or (b) any mortgage, indenture, deed of trust or material Encumbrances, lease, license or agreement or any law, ordinance, rule, regulation, order, judgment or decree to which DesignFX is a party or by which it or any of its properties, assets or operations may be bound or affected or which...
Permits and Licenses; Compliance with Law. Except to the extent not transferrable, the Permits constitute all necessary governmental licenses, franchises, permits, approvals, authorizations and rights, whether federal, state or local, that are necessary for Seller to engage in the Business and that, if not possessed, would have a material adverse effect on the Assets or the Business. There are no existing violations of any such Permits, or of any other applicable federal, state or local law, statute, ordinance, order or regulation the failure to comply with which would have a material adverse effect on the Business or the Assets or the ability of Seller to perform its obligations under this Agreement or the other agreements, documents and instruments contemplated hereby to which Seller is a party.
