Permits; Compliance with Applicable Law. Except as set forth on Schedule 3.8, the Company and each of its Subsidiaries has all franchises, permits, licenses, authorizations, approvals, registrations and any similar authority ("Permits") required for the conduct of its business as now being conducted by it. The Permits shall include, without limitation, licenses and registrations as appropriate for conduct of the Company's and Subsidiaries' businesses the absence of which would have a Material Adverse Effect. Except as set forth in Schedule 3.8, neither the Company nor any of its Subsidiaries is in violation of, or has defaulted under, any such Permits. All such Permits are in full force and effect, and no violations that are continuing have been recorded in respect of any such Permits. No proceeding is pending or, to the Company's Knowledge, threatened to revoke or limit any such Permit. No Permit will be suspended, cancelled or adversely modified as a result of the execution and delivery of this Agreement and each of the other Transaction Documents. Except as set forth on Schedule 3.8, the Company and each of its Subsidiaries has complied with, is not in violation of, and has not received any written notice alleging any violation with respect to, any Law, except for failures or violations that would not have a Material Adverse Effect.
Permits; Compliance with Applicable Law. The Company holds all permits, licenses, authorizations, certificates, variances, exemptions, orders and approvals of all Governmental Authorities necessary for the lawful conduct of its business as presently conducted and to own its assets and properties (the “Permits”), except for failures to hold such Permits that would not reasonably be expected to have a Material Adverse Effect on the Company. The Company is in compliance with the terms of each Permit, except where the failure so to comply would not reasonably be expected to have a Material Adverse Effect on the Company. The businesses of the Company has not been and is not being conducted in violation of any Law except for violations that would not reasonably be expected to have a Material Adverse Effect on the Company. No investigation or review by any Governmental Authority with respect to the Company is pending or, to the best knowledge of the Company, threatened, nor has any Governmental Authority indicated an intention to conduct any such investigation or review, other than, in each case, where the outcome would not reasonably be expected to have a Material Adverse Effect on the Company.
Permits; Compliance with Applicable Law. Except with respect to Permits required under Environmental Laws, which are addressed in Section 4.11, Schedule 4.9 of the Company Disclosure Schedules contains a true, correct and complete list of all material Permits that are held by the Company and its Subsidiaries or that are otherwise required to permit the Company and its Subsidiaries to conduct their business. The Company and each of its Subsidiaries holds and currently is (and during the last four years has been) in compliance in all material respects with, all Permits necessary for the lawful conduct of their respective non-business activities, in the case of the Representative Office, or businesses, in the case of the Company and each of its other Subsidiaries, as presently conducted, and all such Permits are (and during the last four years have been) in full force and effect. To the Knowledge of the Company, there are no grounds for the suspension, cancellation, variation, revocation, termination or non‑renewal of any material Permit by any Governmental Entity. The direct or indirect change of control of the Company or any of its Subsidiaries as a consequence of the transactions contemplated by this Agreement will not result in the suspension, cancellation, variation, revocation, termination or non-renewal of any Permit or give rise to a right to suspend, cancel, vary, revoke, terminate or not renew any Permit. During the past four years, neither the Company nor any of its Subsidiaries has received written notice relating to the revocation or modification of any Permits or alleging that it is not in material compliance with, or has any material liability under any Permits. No Proceeding is pending or, to the Knowledge of the Company, threatened to revoke or limit any Permit, nor has any such Proceeding been pending at any time during the past four years. Neither the Company nor any of its Subsidiaries or, to the Knowledge of the Company, its or their directors or officers (solely in their capacities as such) are currently, nor have any such Persons been at any time during the past four years, subject to any Orders. The Company and its Subsidiaries are, and for the past four years have been, in compliance in all material respects with all Applicable Laws. As of the date of this Agreement neither the Company nor its Subsidiaries have received any written communication during the two years prior to the date of this Agreement from a Governmental Entity that alleges that the Company or its Subsidiari...
Permits; Compliance with Applicable Law. (a) Except as disclosed in Schedule 4.12(a), each of the Company, its Subsidiary and the Partnership holds all material licenses, franchises, permits, approvals and authorizations, including those issuable by any domestic or foreign self regulatory organization (collectively, "Permits") necessary for the lawful ownership and use of its properties and assets and the conduct of its business under and pursuant to Applicable Laws relating to the Company, its Subsidiary and the Partnership, except for Permits the failure to hold which would not have a Company Material Adverse Effect, and there has been no material violation of any of the above nor has Seller received notice asserting any such violation. All such Permits are valid and in good standing and are not subject to any suspension, modification or revocation or proceedings related thereto.
(b) Each of the Company and its Subsidiary is and at all times has been in compliance with each Applicable Law relating to it or any of its assets, properties or operations, except where noncompliance with any such Applicable Law would not have a Company Material Adverse Effect.
(c) Since January 1, 1991, except as disclosed in Schedule 4.12(c), and except for normal examinations conducted by any Governmental Authority in the regular course of the business of the Company or its Subsidiary, no Governmental Authority has initiated any proceeding with respect to or, to the Knowledge of Seller, investigation into the business or operations of the Company or its Subsidiary and to the Seller's Knowledge, no Governmental Authority is now threatening to initiate any proceeding or investigation into the business or operations of the Company or its Subsidiary.
(d) With respect to any employee benefit plans described in Section 3(3) of ERISA or governmental plans described in Section 3(32) of ERISA for which the Company serves as investment manager, Seller has no Knowledge, nor would Seller have Knowledge
Permits; Compliance with Applicable Law. The Company and --------------------------------------- the Subsidiaries hold, and at all required times have held, all permits, licenses, approvals and other authorizations from all Governmental Entities necessary for the lawful conduct of their respective businesses (the "Company Permits"), except where the failure to hold such permits, licenses, approvals and authorizations would not, individually or in the aggregate, have a Material Adverse Effect. The Company and the Subsidiaries are, and at all times have been, in compliance with the terms of the Company Permits, except where the failure to comply would not, individually or in the aggregate, have a Material Adverse Effect. The businesses of the Company and the Subsidiaries are not being, and have not been, conducted in violation of any law, ordinance or regulation of any Governmental Entity except for violations or possible violations which are not and will not, individually or in the aggregate, have a Material Adverse Effect. No investigation or review by any Governmental Entity with respect to the Company or any of the Subsidiaries is pending or, to the knowledge of the Company, threatened, nor, to the knowledge of the Company, has any Governmental Entity indicated an intention to conduct the same, other than those which the Company reasonably believes will not, individually or in the aggregate, have a Material Adverse Effect.
Permits; Compliance with Applicable Law. Section 4.10 of the Disclosure Schedules contains a true, correct and complete list of all material Permits that are held by the Transferred Companies or Parent or any of its Affiliates on behalf of the Business, or that are otherwise required to permit Parent and its Affiliates, including the Transferred Companies to conduct the Business as of the date of this Agreement. Except as set forth on Section 4.10 of the Disclosure Schedules, (i) each of Parent and its Affiliates (to the extent engaged in the Business or acting on behalf of the Business) and the Transferred Companies, as applicable, holds, has timely applied for the renewal of and currently is (and since the Business Acquisition Date and to Parent’s Knowledge in the past five (5) years has been) in compliance with, all Permits necessary for the lawful conduct of the Business as presently conducted, and (ii) all such Permits are (and, since the Business Acquisition Date and to Parent’s Knowledge in the past five (5) years have been) in full force and effect, except for the failure to hold or be in compliance with such Permits or of such Permits to be in full force in effect, and no condition exists that with notice or lapse of time or both would constitute a default of any such Permits, except, in each case, that would not reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect. Since the Business Acquisition Date and, to Parent’s Knowledge, in the past five (5) years, except as would not reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect, none of Parent and its Affiliates (in each case, to the extent engaged in the Business or acting on behalf of the Business) or the Transferred Companies holding such Permits have received written notice relating to the revocation or modification of any Permits or alleging that it is not or may not be in compliance with, or has, or may have any, material liability under any Permits. No material Action is pending or, to Parent’s Knowledge, threatened to revoke or limit any material Permit, nor has any such Action been pending since the Business Acquisition Date and, to Parent’s Knowledge, in the past five (5) years. Neither the Business nor the Transferred Companies, or to Parent’s Knowledge, its directors or officers (solely in their capacities as such), are currently, nor have any such Persons been at any time since the Business Acquisition Date and, to Parent’s Knowle...
Permits; Compliance with Applicable Law. (a) Except as set forth in Schedule 3.14(a), to the knowledge of the Seller, the Seller (i) holds all Permits necessary for the lawful conduct of the Business, and (ii) has materially complied with and is not in conflict with, or in default or violation of any statute, code, ordinance, law, rule, regulation, order, writ, judgment, injunction or decree, published policies and guidelines of any Governmental Entity, applicable to the Seller or by which any property or asset of the Seller is bound or affected, except where the failure to hold such Permit or such noncompliance, default or violation would not result in a Seller Material Adverse Effect; and the Seller has not received notice of any violations of any the above.
(b) Schedule 3.14(b) contains a list of all material Permits held or applied for by Seller in connection with the conduct of the Business.
Permits; Compliance with Applicable Law. (a) The Sellers possess all permits, licenses, variances, exemptions, orders, approvals and authorizations of all Governmental Entities necessary for the lawful conduct of the Business, including, without limitation, all provider agreements and other authorizations necessary for the Business to obtain reimbursement under the Medicare program, each state Medicaid program and all other governmental reimbursement programs under which the Business has obtained reimbursement since January 1, 1997 (the "Permits"). All of such Permits which are material, including all Permits to provide pharmacy services, are set forth in Section 2.8(a) of the Disclosure Schedule, and those, if any, included in the Assets are appropriately identified as being purchased by the Purchaser, but only to the extent Sellers may convey the same. All such Permits have been legally obtained and maintained and are in full force and effect. The Sellers are duly licensed to provide pharmacy services in all states in which the Business is conducted and are in substantial compliance with the terms of such licenses.
(b) Except to the extent failure to be in compliance would not have a Material Adverse Effect, the Business is being and has been conducted in compliance with all Permits, orders, writs, judgments, injunctions, decrees and settlements and applicable laws, ordinances, codes, rules, regulations and policies of any Governmental Entity (collectively, the "Applicable Laws").
Permits; Compliance with Applicable Law. (i) The Company and the Globant Subsidiaries hold all material Permits; (ii) such Permits are in full force and effect and the Company and the Globant Subsidiaries are presently in material compliance in all respects with their terms; (iii) the Company and the Globant Subsidiaries are presently in material compliance with all Applicable Laws including, as applicable to the Argentine Globant Subsidiaries, with Argentine foreign exchange control regulations, as promulgated by the Argentine Central Bank (communiques A 5264 and 5330, etc.); (iv) no event has occurred or exists that (with or without notice or lapse of time) is reasonably likely to constitute a violation of a material Permit or Applicable Law; (v) neither the Company nor any of the Globant Subsidiaries has received written or oral notice regarding a potential violation of a material Permit or Applicable Law; and (vi) all material applications required to be filed to renew any material Permits have been filed within the relevant periods prescribed for the filing of any such application.
Permits; Compliance with Applicable Law. (a) Parent possesses all permits, licenses, variances, exemptions, orders, approvals and authorizations of all Governmental Entities necessary for the lawful conduct of the business of Parent. All such permits have been legally obtained and maintained and are in full force and effect, except for lack of permits or defaults which would not have a Material Adverse Effect.
(b) The business of Parent and its subsidiaries is being and has been conducted in compliance with all permits, orders, writs, judgments, injunctions, decrees and settlements and all applicable laws, ordinances, codes, rules, regulations and policies of any Governmental Entity, except for non-compliance which would not have a Material Adverse Effect.
