Permits and Registrations. (a) Except as set forth in Section 3.18(a) of the Disclosure Schedule, each of the Group Companies has duly obtained or completed in accordance with Applicable Laws all material Permits from or with the relevant Government Entity or other Person required in respect of the due and proper establishment and operations of such Group Company as now being conducted, the absence of which would be reasonably likely to have a Material Adverse Effect. None of the Group Companies is in default in any material respect under any such Permit. Except as set forth in Section 3.18(a) of the Disclosure Schedule, none of the Warrantors has any reason to believe that any such Permits which are subject to periodic renewal will not be granted or renewed.
(b) Except as set forth in Section 3.18(b) of the Disclosure Schedule, each holder of beneficial ownership in the Company who is a “Domestic Resident” as defined in Circular 75 and is subject to the registration and other requirements under Circular 75 has duly completed and, if required, will maintain and renew, the registration with SAFE or competent branches of SAFE pursuant to Circular 75 (the “Circular 75 Registration”).
(c) Except as set forth in Section 3.18(c) of the Disclosure Schedule, to the knowledge of the Warrantors, none of the Group Companies is in receipt of any letter or other communication from any Government Entity threatening or providing notice of revocation of any Permits for non-compliance or the need for compliance or remedial actions in respect of the activities carried out directly or indirectly by any Group Company. Except as set forth in Section 3.18(c) of the Disclosure Schedule, none of the Group Companies has received any written inquiry, notification, order or any other form of official correspondence from any Government Entity with respect to any actual or alleged non-compliance with Order No. 10, Circular 75 and any other applicable PRC rules and regulations.
Permits and Registrations. (i) Each Group Member and Cord Blood Bank has all Permits and has completed all material government registrations, licenses and consents necessary for the conduct of its business as currently conducted and to own or use its material Assets, Real Property and Leased Real Properties as currently used. No Group Member or Cord Blood Bank is in breach of or default under any such Permit, and there is no reason to believe such Permit shall be suspended, cancelled or revoked.
(ii) Without limiting the generality of the foregoing, (a) the construction and operation of the operating facilities of each Onshore Company and Cord Blood Bank and the operation of its business is and has been in compliance with its relevant feasibility study and business license, as applicable; (b) all necessary approvals from Governmental Authorities have been received to ensure that each Onshore Company shall continue to enjoy, to the extent permitted by applicable law, all of the Tax clearances, concessions and other benefits available to such Onshore Company prior to Completion, or otherwise available under applicable law to foreign investment enterprises similarly situated; (c) no Group Member or Cord Blood Bank has been subject to any administrative proceedings or investigation by the Ministry of Health of the PRC to the best knowledge of the Company, nor has any penalty been imposed on any Group Member; and (d) no Group Member or Cord Blood Bank is in breach of or default under any cord blood banking license issued by the Ministry of Health of the PRC in favor of the relevant Group Member or Cord Blood Bank, and there is no reason to believe such cord blood banking license shall be suspended, cancelled or revoked, except where any such breach, default, suspension, cancellation or revocation would not have a material adverse effect on the relevant Group Member.
Permits and Registrations. Section 3.1(t) of the Disclosure Letter sets out a complete and accurate list of all material permits (with the exception of Environmental Permits which are the subject of Section 3.1(u)(ii), below), licences, approvals, consents, authorizations, registrations and certificates (whether governmental, regulatory or otherwise) held by or granted to the Company (the “Licences and Permits”), and, with the exception of the Environmental Permits, there are no other licences and permits necessary to carry on the Business as presently conducted or to own or lease any of the property or assets utilized by the Company the absence of which would have a Material Adverse Impact. Other than as set out in Section 3.1(t) of the Disclosure Letter, to the knowledge of the Vendor, each Licence and Permit is valid, subsisting and in good standing and the Company is in material compliance with all the terms and conditions relating to the Licences and Permits, except for any non-compliance which would not have a Material Adverse Impact. There are no proceedings in progress, pending or, to the knowledge of the Vendor, threatened which may result in revocation, cancellation, suspension, rescission or any adverse modification of any of the Licences and Permits except for such revocation, cancellation, suspension, rescission or adverse modification which would not have a Material Adverse Impact. Except as disclosed in Section 3.1(t) of the Disclosure Letter, neither the terms and conditions relating to the Licences and Permits nor the legislation or regulations pursuant to which the same were issued require that any consent or approval of, or filing with or notice to, any Governmental Authority or other Person be made to assure the continued holding by the Company of the Licences and Permits after the Closing of the transactions contemplated by this Agreement, except for breaches of terms and conditions relating to the Licences and Permits which would not have a Material Adverse Impact.
Permits and Registrations. The Issuer has all permits and has completed all material government registrations, licenses and consents necessary for the conduct of its business as currently conducted and to own or use its assets. The Issuer is not in breach of or default under any such Permit, and there is no reason to believe such Permit shall be suspended, cancelled or revoked.
Permits and Registrations. Each Group Member has all Permits and has completed all government registrations, which in each case are necessary for the conduct of its business as currently conducted and as contemplated to be conducted and to own or use its Assets, Real Property and Leased Real Properties as currently used and as contemplated to be used. No Group Member is in breach of or default under any such Permit in any material respect, and there is no reason to believe such Permit shall be suspended, cancelled or revoked. Without limiting the generality of the foregoing, (i) the construction and operation of the operating facilities of each Onshore Company and operation of its business is and has been in compliance in all material respects with its relevant feasibility study and business license, as applicable; (ii) all necessary approvals from Governmental Authorities have been received to ensure that each Onshore Company will continue to enjoy, to the extent permitted by applicable law in all material respects, all of the Tax clearances, concessions and other benefits available to such Onshore Company prior to Completion, or otherwise available under applicable law to foreign investment enterprises similarly situated; (iii) the Company is not in violation in any material respect of any of the rules, regulations or requirements of the Nasdaq and has no knowledge of any facts or circumstances that would reasonably lead to delisting or suspension of the Common Stock by the Nasdaq. During the two (2) years prior to the date hereof, (a) the Common Stock has been designated for quotation on the Nasdaq, (b) trading in the Common Stock has not been suspended by the SEC or the Nasdaq and (c) the Company has received no communication, written or oral, from the SEC or the Nasdaq regarding the suspension or delisting of the Common Stock from the Nasdaq.
Permits and Registrations. Each Group Member has all Permits and has completed all material government registrations, licenses and consents necessary for the conduct of its business as currently conducted and to own or use its material assets, Real Property and leased Real Properties as currently used.
Permits and Registrations. Each of the Purchased Entities holds all applicable permits, licences, approvals, consents, authorizations, filings, registrations, certificates, franchises and other indicia of authority which are Related to the Business or are required in order to own the Assets or carry on the Business consistent with the manner in which it was conducted during the last twelve (12) months (collectively, the "Permits"). All the Permits are listed in Schedule 3.1.43 (including any applicable expiry dates) and are in full force and effect; each of the Purchased Entities is in compliance in all material respects with all the terms and conditions relating to the Permits; and there are no proceedings (as defined in Section 3.1.46) in progress, pending or, to the Vendor's knowledge, threatened which may result in revocation, cancellation, suspension, rescission or any adverse modification of any of the Permits. Except as set out in Schedule 3.1.15, neither the terms and conditions relating to the Permits nor the legislation or regulations pursuant to which the same were issued require that any consent or approval of, or filing with or notice to, any governmental agency or regulatory body or other Person be made to assure the continued holding by the Purchased Entities of the Permits after completion of the transaction contemplated by this Agreement. The Corporation is registered under Part IX of the Excise Tax Act (Canada).
Permits and Registrations. Each Group Company has obtained all Permits and has completed all government registrations, each to the extent necessary for the conduct of its business as currently conducted and to own its Assets. None of the Group Companies is in breach of or default under any such Permit, and there is no reason to believe such Permit shall be suspended, cancelled or revoked.
Permits and Registrations. The Sellers or Sellers' Affiliates hold all material permits, product import and manufacturing and other licenses, franchises, product registrations and other authorizations ("Permits") of any Governmental Authority necessary for the conduct of the Business. All such Permits have been duly obtained and are in full force and effect. Sellers are in all material respects in compliance with all such Permits, and no event has occurred and is continuing which permits, or after notice or lapse of time or both would permit, and to Sellers' knowledge no Governmental Authority intends to modify, cancel, terminate or not renew any material Permit. To Sellers' knowledge, no Person other than Sellers, own or has any proprietary interest (direct or indirect) in any material Permit. Such Permits are assignable to Buyer and will not be lost, modified or otherwise unavailable to Buyer in a manner which would materially affect Buyer's ability to conduct the Business as heretofore conducted. There are no pending applications for any material amendments or modifications to any such Permits.
Permits and Registrations. The Corporation holds all permits, licences, approvals, consents, authorizations, registrations, certificates and franchises, including all Environmental Permits and Computer Systems Permits, which it requires, or is required to have, to own its properties and assets and to carry on the Business as presently conducted by it (collectively, the “Permits”). All the Permits not otherwise listed in Schedule 3.1.21 or Schedule 3.1.36 are listed in Schedule 3.1.27 (including any applicable expiry dates) and are in full force and effect; the Corporation is in compliance with all the terms and conditions relating to the Permits; and there are no proceedings (as defined in section 3.1.29) in progress, pending or threatened which may result in revocation, cancellation, suspension, rescission or any adverse modification of any of the Permits nor are there any facts upon which such proceedings could reasonably be based. Neither the terms and conditions relating to the Permits nor the legislation or regulations pursuant to which the same were issued require that any consent or approval of, or filing with or notice to, any governmental agency or regulatory body or other Person be made to assure the continued holding by the Corporation of the Permits after completion of the transaction contemplated by this Agreement. The Corporation is registered under Part IX of the Excise Tax Act (Canada).
