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
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Samples: Stock Purchase Agreement (Affiliated Managers Group Inc), Stock Purchase Agreement (Affiliated Managers Group Inc)
Permits; Compliance with Applicable Law. (a) Except as disclosed in Schedule 4.12(a)4.9(a) contains a true, each correct and complete list of the Company, its Subsidiary and the Partnership holds all material permits, licenses, franchisesapprovals, permits, approvals certificates and authorizations, including those issuable other authorizations of any Governmental Entity that are held by any domestic or foreign self regulatory organization Company to permit such Company to conduct its business (collectively, "“Permits"”). Except as set forth on Schedule 4.9(a), (i) each Company holds, and currently is (and during the last three (3) years has been) in compliance in all material respects with all Permits necessary for the lawful ownership and use of its properties and assets and the conduct of its business under as presently conducted, (ii) all such Permits are (and pursuant during the last three (3) years have been) in full force and effect and (iii) during the past three (3) years, (A) no Company has received written notice of any alleged violation or noncompliance with respect to Applicable Laws any Permit and (B) no Company has received written notice 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 revocation or modification of any of the above Permits. No Proceeding is pending or, to Stephan’s Knowledge, threatened to revoke or limit any Permit, nor has Seller received notice asserting any such violation. All such Permits are valid and in good standing and are not subject to Proceeding been pending at any suspension, modification or revocation or proceedings related theretotime during the prior three (3) years.
(b) Each of Company is, and for the Company and its Subsidiary is and at all times three (3) years has been been, in compliance in all respects with each all Applicable Law relating to it or any of its assets, properties or operationsLaws, except where noncompliance with any such Applicable Law would the failure to be in compliance will not have cause a Company Material Adverse Effect. Except as set forth on Schedule 4.9(b), no Company has received any written communication during the past three (3) years from a Governmental Entity that alleges that any Company is not in compliance with any Applicable Laws which has not heretofore been cured or for which there is any remaining Liability.
(c) Since January 1Neither any Company nor its properties or assets, 1991or to Stephan’s Knowledge, except any of each Company’s directors, officers or employees (solely in their capacities as disclosed in Schedule 4.12(csuch), and except for normal examinations conducted by are currently, nor have any Governmental Authority in such Persons been at any time during the regular course of the business of the Company or its Subsidiarypast three (3) years, 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 subject 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 Orders that would materially impair each Company’s ability to operate its business as investment manager, Seller has no Knowledge, nor would Seller have Knowledgepresently conducted.
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Permits; Compliance with Applicable Law. (a) Except as disclosed in Schedule 4.12(a)4.8(a) contains a true, each correct and complete list of the Companyall permits, its Subsidiary and the Partnership holds all material licenses, franchisesapprovals, permits, approvals certificates and authorizations, including those issuable other authorizations of any Governmental Entity that are held by any domestic the Company or foreign self regulatory organization that are otherwise required to permit the Company to conduct its business (collectively, "“Permits"”). Except as set forth on Schedule 4.8(a), (i) the Company holds, and currently is (and during the last three (3) years has been) in compliance in all material respects with all Permits necessary for the lawful ownership and use of its properties and assets and the conduct of its business under as presently conducted, (ii) all such Permits are (and pursuant to Applicable Laws during the last three (3) years have been) in full force and effect and (iii) during the past three (3) years, (A) no violations have been recorded in respect of any Permit and (B) the Company has not received written notice relating to the Companyrevocation or modification of any Permits or alleging that it is not or may not be in compliance with, its Subsidiary or has, or may have any, liability under any Permits. No Proceeding is pending or, to the Sellers’ Knowledge, threatened to revoke or limit any Permit, nor has any such Proceeding been pending at any time during the prior three (3) years.
(b) The Company is, and for the Partnershipthree (3) years has been, in compliance in all respects with all Applicable Laws, except for Permits where the failure to hold which would be in compliance will not have cause a Company Material Adverse Effect. Except as set forth on Schedule 4.8(b), 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 has not received any written communication during the past three (3) years from a Governmental Entity that alleges that the Company is and at all times has been not in compliance with each any Applicable Law relating to it Laws which has not heretofore been cured or for which there is any of its assets, properties or operations, except where noncompliance with any such Applicable Law would not have a Company Material Adverse Effectremaining Liability.
(c) Since January 1Neither the Company nor its properties or assets, 1991or to the Sellers’ Knowledge, except any of the Company’s directors, officers or employees (solely in their capacities as disclosed in Schedule 4.12(csuch), and except for normal examinations conducted by are currently, nor have any Governmental Authority in such Persons been at any time during the regular course of the business of the Company or its Subsidiarypast three (3) years, 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 subject to any employee benefit plans described in Section 3(3) of ERISA or governmental plans described in Section 3(32) of ERISA for which Orders that would materially impair the Company serves Company’s ability to operate its business as investment manager, Seller has no Knowledge, nor would Seller have Knowledgepresently conducted.
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