Common use of Permits; Environmental Matters Clause in Contracts

Permits; Environmental Matters. (a) Except as otherwise set forth in Schedule 3.25(a), the Company has all permits, approvals, and licenses, granted by a Governmental Authority with appropriate jurisdiction over the Properties or business of the Company (“Permits”) necessary for the Company to own, operate, use and/or maintain its properties and to conduct its business and operations as presently conducted. Except as otherwise set forth in Schedule 3.25(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 would 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. Except as otherwise set forth in Schedule 3.25(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, (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 Permit, with respect to the Company.

Appears in 1 contract

Samples: Purchase Agreement (Roadrunner Transportation Services Holdings, Inc.)

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Permits; Environmental Matters. (a) Except as otherwise set forth in Schedule 3.25(a3.17(a), the Company has all permits, approvals, and licenses, granted by a Governmental Authority with appropriate jurisdiction over the Properties or business of the Company (“Permits”) Permits necessary for the Company to construct, own, operate, use and/or maintain its properties Assets and to conduct its business and operations as presently conductedconducted and as expected to be conducted in the future. Except as otherwise set forth in Schedule 3.25(a3.17(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 would could adversely affect the ability of the Company to own, operate, use or maintain any of its Properties Assets or to conduct its business and operations as presently conductedconducted and as expected to be conducted in the future. Except as otherwise set forth in Schedule 3.25(a3.17(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, 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 Permit, with respect to the Company.

Appears in 1 contract

Samples: Asset Purchase Agreement (Heico Corp)

Permits; Environmental Matters. (a) Except as otherwise set forth in Schedule 3.25(aSCHEDULE 5.17(a), the Company has all permits, approvals, and licenses, granted by a Governmental Authority with appropriate jurisdiction over the Properties or business of the Company (“Permits”) Permits necessary for the Company to construct, own, operate, use and/or maintain its properties Properties and to conduct its business and operations as presently conductedconducted and as expected to be conducted in the future. Except as otherwise set forth in Schedule 3.25(aSCHEDULE 5.17(a), all such Permits are in effect, no proceeding is pending or, to the Knowledge of the CompanySellers, 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 CompanySellers, threatened in connection with the expiration or renewal of such Permits which would 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 conductedconducted and as expected to be conducted in the future. Except as otherwise set forth in Schedule 3.25(aSCHEDULE 5.17(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 any 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 Permit, with respect to the Company.

Appears in 1 contract

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

Permits; Environmental Matters. (a) Except as otherwise set forth in Schedule 3.25(a3.18(a), the Company has all permits, approvals, and licenses, granted by a Governmental Authority with appropriate jurisdiction over the Properties or business of the Company (“Permits”) Permits necessary for the Company to own, operate, use and/or maintain its properties Properties and to conduct its business and operations as presently conducted. Except as otherwise set forth in Schedule 3.25(a3.18(a), all such Permits are in effect, no proceeding is pending or, to the Knowledge of the Seller or 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 Seller or the Company, threatened in connection with the expiration or renewal of such Permits which would 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. Except as otherwise set forth in Schedule 3.25(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 immaterial 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 Permit, with respect to the Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (Empire Financial Holding Co)

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Permits; Environmental Matters. (a) Except as otherwise set forth in Schedule 3.25(a3.17(a), the Company has all permits, approvals, and licenses, granted by a Governmental Authority with appropriate jurisdiction over the Properties or business of the Company (“Permits”) Permits necessary for the Company to own, operate, use and/or maintain its properties Properties and to conduct its business and operations as presently conductedconducted and as expected to be conducted in the future. Except as otherwise set forth in Schedule 3.25(a3.17(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 would could reasonably be expected to 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 conductedconducted and as expected to be conducted in the future. Except as otherwise set forth in Schedule 3.25(a3.17(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, 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 Permit, with respect to the Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sunglass Hut International Inc)

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