Common use of Permits; Environmental Matters Clause in Contracts

Permits; Environmental Matters. (a) Except as otherwise set forth in Schedule 3.17(a), the Company has all Permits necessary for the Company to own, operate, use and/or maintain its Properties and to conduct its business and operations as presently conducted and as expected to be conducted in the future. Except as otherwise set forth in Schedule 3.17(a), all such Permits are in effect, no proceeding is pending or, to the Knowledge of the Company, threatened to modify, suspend or revoke, withdraw, terminate, or otherwise limit any such Permits, and no administrative or governmental actions have been taken or, to the Knowledge of the Company, threatened in connection with the expiration or renewal of such Permits which could adversely affect the ability of the Company to own, operate, use or maintain any of its Properties or to conduct its business and operations as presently conducted and as expected to be conducted in the future. Except as otherwise set forth in Schedule 3.17(a), (i) no violations have occurred that remain uncured, unwaived, or otherwise unresolved, or are occurring in respect of any such Permits, other than inconsequential violations, and (ii) no circumstances exist that would prevent or delay the obtaining of any requisite consent, approval, waiver or other authorization of the transactions contemplated hereby with respect to such Permits that by their terms or under applicable law may be obtained only after Closing.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Atlantis Plastics Inc), Asset Purchase Agreement (Armitec Inc), Stock Purchase Agreement (Xstream Beverage Group Inc)

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Permits; Environmental Matters. (a) Except as otherwise set forth in Schedule 3.17(a), the Company has all Permits necessary for the Company to construct, own, operate, use and/or maintain its Properties and to conduct its business and operations as presently conducted and as expected to be conducted in the future. Except as otherwise set forth in Schedule 3.17(a), all such Permits are in effect, no proceeding is pending or, to the Knowledge of the Company, threatened to modify, suspend or revoke, withdraw, terminate, or otherwise limit any such Permits, and no administrative or governmental actions have been taken or, to the Knowledge of the Company, threatened in connection with the expiration or renewal of such Permits which could adversely affect the ability of the Company to own, operate, use or maintain any of its Properties or to conduct its business and operations as presently conducted and as expected to be conducted in the future. Except as otherwise set forth in Schedule 3.17(a), (i) no violations have occurred that remain uncured, unwaived, or otherwise unresolved, or are occurring in respect of any such Permits, other than inconsequential violations, and (ii) no circumstances exist that would prevent or delay the obtaining of any requisite consent, approval, waiver or other authorization of the transactions contemplated hereby with respect to such Permits that by their terms or under applicable law may be obtained only after Closing.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Envision Development Corp /Fl/), Stock Purchase Agreement (E Com Ventures Inc)

Permits; Environmental Matters. (a) Except as otherwise set forth in Schedule 3.17(a4.16(a), the Company has all Permits necessary for the Company to own, operate, use and/or maintain its Properties and to conduct its business and operations as presently conducted and as expected to be conducted in the future. Except as otherwise set forth in Schedule 3.17(a4.16(a), all such Permits are in effect, no proceeding is pending or, to the Knowledge of the Company, threatened to modify, suspend or revoke, withdraw, terminate, or otherwise limit any such Permits, and no administrative or governmental actions have been taken or, to the Knowledge of the Company, threatened in connection with the expiration or renewal of such Permits which could adversely affect the ability of the Company to own, operate, use or maintain any of its Properties or to conduct its business and operations as presently conducted and as expected to be conducted in the future. Except as otherwise set forth in Schedule 3.17(a), 4.16(a),to the Knowledge of the Company (i) no violations have occurred that remain uncured, unwaivedun-waived, or otherwise unresolved, or are occurring in respect of any such Permits, other than inconsequential violations, and (ii) no circumstances exist that would prevent or delay the obtaining of any requisite consent, approval, waiver or other authorization of the transactions contemplated hereby with respect to such Permits that by their terms or under applicable law may be obtained only after Closing.

Appears in 2 contracts

Samples: Stock Exchange Agreement (Solar Thin Films, Inc.), Stock Exchange Agreement (Solar Thin Films, Inc.)

Permits; Environmental Matters. (a) Except as otherwise set forth in Schedule 3.17(a4.17(a), the Company has all Permits necessary for the Company to own, operate, use and/or maintain its Properties and to conduct its business and operations as presently conducted and as expected to be conducted in the future. Except as otherwise set forth in Schedule 3.17(a4.17(a), all such Permits are in effect, no proceeding is pending or, to the Knowledge of the CompanyCompany and the Stockholder, threatened to modify, suspend or revoke, withdraw, terminate, or otherwise limit any such Permits, and no administrative or governmental actions have been taken or, to the Knowledge of the CompanyCompany and the Stockholder, threatened in connection with the expiration or renewal of such Permits which could adversely affect the ability of the Company to own, operate, use or maintain any of its Properties or to conduct its business and operations as presently conducted and as expected to be conducted in the future. Except as otherwise set forth in Schedule 3.17(a), 4.17(a) (i) no violations have occurred that remain uncured, unwaived, or otherwise unresolved, or are occurring in respect of any such Permits, other than inconsequential violations, and (ii) no circumstances exist that would prevent or delay the obtaining of any requisite consent, approval, waiver or other authorization of the transactions contemplated hereby with respect to such Permits that by their terms or under applicable law may be obtained only after Closing.

Appears in 2 contracts

Samples: Amended and Restated Agreement and Plan of Merger (GenuTec Business Solutions, Inc.), Amended and Restated Agreement and Plan of Merger (GenuTec Business Solutions, Inc.)

Permits; Environmental Matters. (a) Except as otherwise set forth in Schedule 3.17(a5.16(a), the Company Buyer has all Permits necessary for the Company Buyer to own, operate, use and/or maintain its Properties and to conduct its business and operations as presently conducted and as expected to be conducted in the future. Except as otherwise set forth in Schedule 3.17(a)5.16(a) , all such Permits are in effect, no proceeding is pending or, to the Knowledge of the CompanyBuyer, threatened to modify, suspend or revoke, withdraw, terminate, or otherwise limit any such Permits, and no administrative or governmental actions have been taken or, to the Knowledge of the CompanyBuyer, threatened in connection with the expiration or renewal of such Permits which could adversely affect the ability of the Company Buyer to own, operate, use or maintain any of its Properties or to conduct its business and operations as presently conducted and as expected to be conducted in the future. Except as otherwise set forth in Schedule 3.17(a), (i5.16(a)(i) no violations have occurred that remain uncured, unwaivedun-waived, or otherwise unresolved, or are occurring in respect of any such Permits, other than inconsequential violations, and (ii) no circumstances exist that would prevent or delay the obtaining of any requisite consent, approval, waiver or other authorization of the transactions contemplated hereby with respect to such Permits that by their terms or under applicable law may be obtained only after Closing.

Appears in 2 contracts

Samples: Stock Exchange Agreement (Solar Thin Films, Inc.), Stock Exchange Agreement (Solar Thin Films, Inc.)

Permits; Environmental Matters. (a) Except as otherwise set forth in Schedule 3.17(a), the Company has all Permits necessary for the Company to own, operate, use and/or maintain its Properties and to conduct its business and operations as presently conducted and as expected to be conducted in the future, except where the failure to have such Permits would not have a material adverse effect on the business operations, prospects, Properties or financial condition of the Company. Except as otherwise set forth in Schedule 3.17(a), all such Permits are in effect, no proceeding is pending or, to the Knowledge of the Company, threatened to modify, suspend or revoke, withdraw, terminate, or otherwise limit any such Permits, and no administrative or governmental actions have been taken or, to the Knowledge of the Company, threatened in connection with the expiration or renewal of such Permits which could materially adversely affect the ability of the Company to own, operate, use or maintain any of its Properties or to conduct its business and operations as presently conducted and as expected to be conducted in the future. Except as otherwise set forth in Schedule 3.17(a), (i) no violations have occurred that remain uncured, unwaived, or otherwise unresolved, or are occurring in respect of any such Permits, other than inconsequential violations, and (ii) no circumstances exist that would prevent or delay the obtaining of any requisite consent, approval, waiver or other authorization of the transactions contemplated hereby with respect to such Permits that by their terms or under applicable law may be obtained only after Closing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Spectrum Sciences & Software Holdings Corp)

Permits; Environmental Matters. (a) Except as otherwise set forth in Schedule 3.17(a), the Company has ) hereto sets forth a complete and correct list of all material Permits necessary for the Company Companies to own, operate, use and/or maintain its Properties their properties and to conduct its business their businesses and operations as presently conducted and as expected to be conducted in the futureconducted. Except as otherwise set forth in Schedule 3.17(a)) hereto, all such Permits are properly held by the Companies (and not the Seller or any other Person) and in effect, no proceeding is pending or, to the Knowledge of the each Company, threatened to modify, suspend or revoke, withdraw, terminate, terminate or otherwise limit any such Permits, and and, to the Knowledge of each Company, no administrative or governmental actions have been taken or, to the Knowledge of the Company, or threatened in connection with the expiration or renewal of such Permits which could reasonably be expected to adversely affect the ability of the Company to own, operate, use or maintain any of its Properties or Companies to conduct its business their businesses and operations as presently conducted and as expected to be conducted in the futureconducted. Except as otherwise set forth in Schedule 3.17(a)) hereto, (i) no violations have occurred that remain uncured, unwaived, unwaived or otherwise unresolved, or are occurring in respect of any such Permits, other than inconsequential violations. The transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or materially adversely affect the rights and (ii) no circumstances exist that would prevent or delay benefits afforded to the obtaining of Seller by, any requisite consent, approval, waiver or other authorization of the transactions Permits. All of the Permits are transferable to the Buyer as contemplated hereby with respect to such Permits that by their terms or under applicable law may be obtained only after Closingthis Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Forward Air Corp)

Permits; Environmental Matters. (a) Except as otherwise set forth in Schedule 3.17(a)the Magicworks S-1, the Company has Buyers have all Permits necessary for the Company Buyers to construct, own, operate, use and/or maintain its their respective Properties and to conduct its their respective business and operations as presently conducted and as expected to be conducted in the future. Except as otherwise set forth in Schedule 3.17(a), all All such Permits are in effect, no proceeding is pending or, to the Knowledge of the CompanyBuyers, threatened to modify, suspend or revoke, withdraw, terminate, or otherwise limit any such Permits, and no administrative or governmental actions have been taken or, to the Knowledge of the CompanyBuyers, threatened in connection with the expiration or renewal of such Permits which could adversely affect the ability of the Company Buyers to own, operate, use or maintain any of its their Properties or to conduct its their business and operations as presently conducted and as expected to be conducted in the future. Except as otherwise set forth in Schedule 3.17(a)the Magicworks S-1, (i) no violations have occurred that remain uncured, unwaived, or otherwise unresolved, or are occurring in respect of any such Permits, other than inconsequential violations, and (ii) no circumstances exist that would prevent or delay the obtaining of any requisite consent, approval, waiver or other authorization of the transactions contemplated hereby with respect to any such Permits that by their terms or under applicable law may be obtained only after Closing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Magicworks Entertainment Inc)

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Permits; Environmental Matters. (a) Except as otherwise set forth in Schedule 3.17(a)) hereto, each of the Company and the Subsidiary has all Permits necessary for the Company to own, operate, use Use and/or maintain its Properties and to conduct its business and operations as presently conducted and as expected to be conducted in the futureconducted. Except as otherwise set forth in Schedule 3.17(a), all All such Permits are in effect, no proceeding is pending or, to the Knowledge of the Company, threatened to modify, suspend or revoke, withdraw, terminate, or otherwise limit any such Permits, and no administrative or governmental actions have been taken or, to the Knowledge of the Company, threatened in connection with the expiration or renewal of such Permits Permits, which could adversely affect the ability of the Company and the Subsidiary to in all material respects own, operate, use or maintain any of its Properties or to conduct its business and operations as presently conducted and as expected to be conducted in the futureconducted. Except as otherwise set forth in Schedule 3.17(a)) hereto, (i) no violations have occurred that remain uncured, unwaived, or otherwise unresolved, or are occurring in respect of any such Permits, other than inconsequential violations, and ; (ii) no circumstances exist that would prevent or delay the obtaining of any requisite consent, approval, waiver or other authorization of the transactions contemplated hereby with respect to such Permits that by their terms or under applicable law may be obtained only after Closing; and (iii) there exists no set of facts which could reasonably be expected to furnish a basis for the recall, withdrawal or suspension of any registration, license, or other Permit, approval or consent of any Governmental Authority with respect to the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Roadrunner Transportation Systems, Inc.)

Permits; Environmental Matters. (a) Except as otherwise set forth in Schedule 3.17(a), the Company has all material Permits necessary for the Company to own, operate, use and/or maintain its Properties and to conduct its business and operations as presently conducted and as expected to be conducted in the futureconducted. Except as otherwise set forth in Schedule 3.17(a), all such material Permits are in effect, no proceeding is pending or, to the Knowledge of the Company, threatened to modify, suspend or revoke, withdraw, terminate, or otherwise limit any such Permits, and no administrative or governmental actions have been taken or, to the Knowledge of the Company, threatened in connection with the expiration or renewal of such Permits which could reasonably be expected to materially and adversely affect the ability of the Company to own, operate, use or maintain any of its Properties or to conduct its business and operations as presently conducted and as expected to be conducted in the futureconducted. Except as otherwise set forth in Schedule 3.17(a), (i) no violations have occurred that remain uncured, unwaived, or otherwise unresolved, or are occurring in respect of any such Permits, other than inconsequential violations, and (ii) no circumstances exist that would prevent or delay the obtaining of any requisite consent, approval, waiver or other authorization of the transactions contemplated hereby with respect to such Permits that by their terms or under applicable law may be obtained only after Closing.

Appears in 1 contract

Samples: Merger Agreement (Kanbay International Inc)

Permits; Environmental Matters. (a) Except as otherwise set forth in Schedule 3.17(a3.18(a), the Company has and the Subsidiaries have all Permits necessary for the Company each of them to construct, own, operate, use and/or maintain its Properties their respective Assets and to conduct its business their respective Businesses and operations as presently conducted and as expected to be conducted in the future. Except as otherwise set forth in Schedule 3.17(a3.18(a), all such Permits are in effect, no proceeding is pending or, to the Knowledge of the CompanyCompany or any of the Shareholders, threatened to modify, suspend or revoke, withdraw, terminate, or otherwise limit any such Permits, and no administrative or governmental actions have been taken or, to the Knowledge of the CompanyCompany or any of the Shareholders, threatened in connection with the expiration or renewal of such Permits which could adversely affect the ability of the Company and/or the Subsidiaries to own, operate, use or maintain any of its Properties their respective Assets or to conduct its business their respective businesses and operations as presently conducted and as expected to be conducted in the future. Except as otherwise set forth in Schedule 3.17(a3.18(a), (i) no violations have occurred that remain uncured, unwaived, or otherwise unresolved, or are occurring in respect of any such Permits, other than inconsequential violations, and (ii) no circumstances exist that would prevent or delay the obtaining of any requisite consent, approval, waiver or other authorization of the transactions contemplated hereby with respect to such Permits that by their terms or under applicable law may be obtained only after Closing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Rexall Sundown Inc)

Permits; Environmental Matters. (a) Except as otherwise set forth in Schedule 3.17(a), each of the Company and XxXxx has all Permits necessary for the Company or XxXxx, as applicable, to own, operate, use use, and/or maintain its Properties and to conduct its business and operations as presently conducted and as expected to be conducted in the future. Except as otherwise set forth in Schedule 3.17(a), all such Permits are in effect, no proceeding is pending pending, or, to the Knowledge of the Company, threatened to modify, suspend suspend, or revoke, withdraw, terminate, or otherwise limit any such Permits, and no administrative or governmental actions have been taken or, to the Knowledge of the Company, threatened in connection with the expiration or renewal of such Permits which could adversely affect the ability of the Company to own, operate, use use, or maintain any of its Properties or to conduct its business and operations as presently conducted and as expected to be conducted in the future. Except as otherwise set forth in Schedule 3.17(a), (i) no violations have occurred that remain uncured, unwaived, or otherwise unresolved, or are occurring in respect of any such Permits, other than inconsequential violations, and (ii) no circumstances exist that would prevent or delay the obtaining of any requisite consent, approval, waiver waiver, or other authorization of the transactions contemplated hereby with respect to such Permits that by their terms or under applicable law may be obtained only after Closing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Smith & Wesson Holding Corp)

Permits; Environmental Matters. (a) Except To the Knowledge of the Company, except as otherwise set forth in Schedule 3.17(a), the Company has all Permits necessary for the Company to construct, own, operate, use and/or maintain its Properties and to conduct its business and operations as presently conducted and as expected to be conducted in the future. Except as otherwise set forth in Schedule 3.17(a), all such Permits are in effect, no proceeding is pending or, to the Knowledge of the Company, threatened to modify, suspend or revoke, withdraw, terminate, or otherwise limit any such Permits, and no administrative or governmental actions have been taken or, to the Knowledge of the Company, threatened in connection with the expiration or renewal of such Permits which could adversely affect the ability of the Company to own, operate, use or maintain any of its Properties or to conduct its business and operations as presently conducted and as expected to be conducted in the future. Except To the Knowledge of the Company, except as otherwise set forth in Schedule 3.17(a), (i) no violations have occurred that remain uncured, unwaived, or otherwise unresolved, or are occurring in respect of any such Permits, other than inconsequential violations, and (ii) no circumstances exist that would prevent or delay the obtaining of any requisite consent, approval, waiver or other authorization of the transactions contemplated hereby with respect to such Permits that by their terms or under applicable law may be obtained only after Closing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Heico Corp)

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