Permits and Licenses; Compliance with Laws. (a) Each of the Company and its subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of all Governmental Authorities necessary for the Company or its subsidiaries to own, operate, lease and otherwise hold their respective assets and to conduct their respective businesses as currently conducted (the “Company Permits”), all such Company Permits are in full force and effect, and no suspension or cancellation of any Company Permit is pending or, to the knowledge of the Company, threatened except where the failure to have, or the suspension or cancellation of, any of the Company Permits has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. None of the Company or its subsidiaries is in conflict with, or in default or violation of, (i) any Laws applicable to the Company or its subsidiaries or by which any property or asset of the Company or its subsidiaries is bound or affected, (ii) any of the Company Permits or (iii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or its subsidiaries is a party or by which the Company or its subsidiaries or any property or asset of the Company or its subsidiaries is bound or affected except for any such conflicts, defaults of violations that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Buyer true and complete copies of all material Company Permits.
(b) To the knowledge of the Company, no event or condition has occurred or exists which would result in a violation of, breach, default or loss of a benefit under, or acceleration of an obligation of the Company or any of its subsidiaries under, any Company Permit (in each case, with or without notice or lapse of time or both), and no such suspension, cancellation, violation, breach, default, loss of a benefit, or acceleration of an obligation will result from the transactions contemplated by this Agreement (in each case, with or without notice or lapse of time or both).
(c) To the knowledge of the Company, neither the Company nor any of its subsidiaries, nor any director, officer, agent or employee of the Company or any of its subsidiaries, has (i) used any funds for unlawful contr...
Permits and Licenses; Compliance with Laws. 13.1. UNITED STATES PERMITS, LICENSES, AND LAWS.
(a) Contractor shall, at its own expense, obtain all United States Government approvals, permits, and licenses, including any required for export from or import into the United States, as may be required for its performance of the Work.
(b) Contractor shall, at its expense, perform the Work in accordance with all applicable Laws of the United States and the conditions of all applicable United States Government approvals, permits, or licenses.
Permits and Licenses; Compliance with Laws. (a) Part 4.16 of the Disclosure Schedule contains a list of all permits, licenses, notices and other approvals and authorizations of all Governmental Bodies issued to or held by Seller or the Subsidiary and relating to the Business as conducted prior to the Closing Date (collectively, the "Permits"). The Permits comprise all permits, licenses, notices and other approvals and authorizations of all Governmental Bodies which are necessary for conduct of Seller's and the Subsidiary's Business as conducted prior to the Closing Date, except where failure to have such Permit would not have a Seller Material Adverse Effect, and all of such Permits are in full force and effect as of the Closing Date.
(b) To the Knowledge of Seller, conduct of Seller's and the Subsidiary's Business has not and does not violate in any material respect any statute, law, rule, ordinance, regulation, order, judgment or decree of any Governmental Body that applies to Seller or the Subsidiary or use or operation of the Assets or conduct of the Business. Neither Seller not the Subsidiary has received any complaint, summons, citation or notice of violation from any Governmental Body with regard to the use or operation of the Assets and conduct of the Business.
Permits and Licenses; Compliance with Laws. (a) Except as disclosed in Section 3.03 or 3.06(a) of the Disclosure Schedule and except as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect, (i) the Sellers have or have in effect all permits, licenses, approvals, authorizations, registrations, qualifications and filings with and under all Federal, state, local and foreign laws and Governmental Authorities, that are required for the Sellers to operate the Business in the manner in which it is currently being operated (collectively, the “Required Permits”) and (ii) all such Required Permits are in full force and effect and no cancellation of the Required Permits is pending, or to the Knowledge of the Sellers, threatened.
(b) The Sellers are not in violation of any law, rule, regulation, order, judgment or decree applicable to the Sellers (with respect to the Business) or by which any of the Transferred Assets is bound or affected, except (i) as set forth in Section 3.06(b) of the Disclosure Schedule and (ii) for violations the existence of which would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect.
Permits and Licenses; Compliance with Laws. (a) Seller has all Permits necessary for Seller to own, lease and operate its properties and carry on the Business consistent with past practice and as the Business is now being conducted (the “Seller Permits”); and the Business has been operated in all material respects in accordance with the Seller Permits and no suspension or cancellation of any of the Seller Permits is pending or, to the Knowledge of Seller, threatened in writing.
(b) Seller is not: (i) in violation of any Laws applicable to Seller, (ii) in violation of any Seller Permits or (iii) in breach of any note, bond, mortgage, indenture or other Contract to which Seller is a party or by which any of its property or assets is bound, except, in each case, where the violation or breach would not be reasonably expected to have a Material Adverse Effect.
(c) Except for instances of noncompliance that would not be reasonably expected to have a Material Adverse Effect:
(i) Seller is, and at all times required by the Investment Advisers Act during its existence has been, duly registered as an investment adviser under the Investment Advisers Act and each other jurisdiction in which Seller is required to register in connection with the Business and such registration is in full force and effect;
(ii) Seller is, and at all times required by applicable Law has been, duly registered, licensed or qualified as an investment adviser in each state and/or any other jurisdiction where the conduct of the Business required such registration, licensing or qualification; and Advisers Act.
(iii) Seller is in compliance with Rule 206(4)-7 under the Investment
(d) Seller has delivered to Purchaser true, correct and complete copies of each Uniform Application for Investment Adviser Registration on Form ADV filed since January 1, 2014 by Seller, reflecting all amendments thereto filed with the SEC (each, a “Form ADV”). The Forms ADV are in material compliance with the Investment Advisers Act and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Seller has made available to Clients the Form ADV (or portions thereof) as and to the extent required by the Investment Advisers Act.
(e) Each Employee of Seller that is required to be registered with the SEC, the National Futures Association, or any state or any other Governmental Authority, in an...
Permits and Licenses; Compliance with Laws. To JGW's knowledge, JGW is in compliance with all federal, state and local laws, rules and regulations and all requirements of all governmental bodies or agencies having jurisdiction over it that materially affect the conduct of its business and affairs, except for such non-compliance which is not reasonably likely to have a material adverse effect on JGW or the transactions contemplated hereby. All material actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any governmental authority, that are necessary in connection with the performance by JGW under this Agreement and the Seller Transaction Documents to which it is a party and the conduct by JGW of its business as currently conducted have been obtained and are in full force and effect and are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) which are reasonably likely to have a material adverse impact on JGW's performance under this Agreement and the Seller Transaction Documents to which it is party.
Permits and Licenses; Compliance with Laws. 6.2.15.1 Each Target holds all permits, concessions and licenses, which are required under applicable laws in order to conduct its business as presently conducted. Each Target conducts its business in material compliance with all permits, concessions and licenses, which are required under applicable laws.
6.2.15.2 To the Sellers' Knowledge, there are no threats of any revocations or restriction or subsequent orders relating to any such permits, concessions or licenses.
6.2.15.3 Each Target is, and has always been conducted in full compliance with all applicable permits, concessions and licenses and any regulations applicable to the business of the relevant Target (including, without limitation, regulations regarding safety, occupational health and safety). None of the products or services delivered or rendered by any Target contravene or violate any applicable regulations.
6.2.15.4 No Target is restricted by any agreement from carrying on their business in any geographic area, product line, product segment, customer segment or critical product component.
6.2.15.5 Each Target and its respective officers and employees, within the exercise of the respective Target's business, have always fully complied with applicable European Union and German antitrust laws.
6.2.15.6 Each Target has filed or caused to be filed all reports, notifications and filings with, and has paid all regulatory fees to, the applicable governmental entity necessary to maintain all of the permits in full force and effect. As of the date of this Agreement, no Target has received any written notice of a proceeding by a governmental entity relating to the revocation, cancellation or termination of any permit.
6.2.15.7 Neither any Target nor any of its directors, officers, agents or employees has, for or on behalf any Target, (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns.
6.2.15.8 To the Sellers' Knowledge, no employee has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any law by any Target.
Permits and Licenses; Compliance with Laws. Licensee shall secure, at no expense to CP, any permits or licenses required in connection with the Work and shall comply with all laws applicable to the Work and the use and operation of the Utility Line, including (but not limited to) any laws, standards, regulations, and permit requirements relating to environmental pollution or contamination or to occupational health and safety. Licensee shall indemnify and defend CP against any and all Claims arising out of or connected with the violation of any law by Licensee while on or about the Property.
Permits and Licenses; Compliance with Laws. Each of the Company and its subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders necessary for the Company or any of its subsidiaries to own, lease and operate the properties of the Company and its subsidiaries or to carry on its business as it is now being conducted (the “Company Permits”), and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. None of the Company or any of its subsidiaries is, and since January 1, 2011 has not been, in conflict with, or in default or violation of, (i) any Laws applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected or (ii) any of the Company Permits, except in each case for any such conflicts, defaults or violations that would not have, individually or in the aggregate, a Company Material Adverse Effect.
Permits and Licenses; Compliance with Laws. Except as set forth on Schedule 10.20, TXEN does not own any material permits, licenses, or other governmental authorizations, and none are required for the operation of the business as presently conducted. Neither the ownership of its assets by TXEN, nor the operation of its business as presently and ordinarily conducted, violates any applicable order, law, ordinance, code, or regulation. No investigation is pending or, to the best knowledge of TXEN, threatened concerning any such matter, and TXEN has not received any notice of any such violation and no basis therefor exists.
