Permits; No Violation of Law. (a) Verizon or one or more of its Subsidiaries have all Governmental Approvals necessary for the operation of the Verizon DSL Business, except for those Government Approvals the absence of which, individually or in the aggregate, would not have a Material Adverse Effect on the Verizon DSL Business. All material Government Approvals granted to Verizon and its Subsidiaries with respect to the Verizon DSL Business are listed in Section 5.5 of the Verizon Disclosure Schedule and remain in full force and effect, and have not been revoked, suspended, cancelled or modified in any adverse way, and are not subject to any conditions or requirements that are not generally imposed by the FCC or the issuing state communications regulatory agency upon the holders of such Government Approvals.
(b) The Verizon DSL Business is not being operated in violation of any Legal Requirements or in violation of any Permits, except for possible violations none of which, individually or in the aggregate, may reasonably be expected to have a Material Adverse Effect on the Verizon DSL Business. No investigation or review by any Governmental Entity (including any stock exchange or other self-regulatory body) with respect to Verizon in relation to any alleged violation of law or regulation is pending or, to Verizon's knowledge, threatened, nor has any Governmental Entity (including any stock exchange or other self-regulatory body) indicated an intention to conduct the same, except for such investigations which, if they resulted in adverse findings, would not have, individually or in the aggregate, a Material Adverse Effect on the Verizon DSL Business. Except as set forth in Section 5.5 of the Verizon Disclosure Schedule, neither Verizon nor any of its Subsidiaries is subject to any cease and desist or other order, judgment, injunction or decree issued by, or is a party to any written or oral Agreement, consent or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has adopted any board resolutions at the request of, any Governmental Entity that materially restricts the ownership or operation of the Verizon DSL Business or which may reasonably be expected to have a Material Adverse Effect on the Verizon DSL Business, nor has Verizon or any of its Subsidiaries been advised that any Governmental Entity is considering issuing or requesting any of the foregoing.
Permits; No Violation of Law. The businesses of Xxxx Atlantic and its Subsidiaries are not being conducted in violation of any Legal Requirements or in violation of any Permits, except for possible violations none of which, individually or in the aggregate, may reasonably be expected to have a Material Adverse Effect on Xxxx Atlantic. No investigation or review by any Governmental Entity (including any stock exchange or other self-regulatory body) with respect to Xxxx Atlantic or its Subsidiaries in relation to any alleged violation of law or regulation is pending or, to Xxxx Atlantic's knowledge, threatened, nor has any Governmental Entity (including any stock exchange or other self-regulatory body) indicated an intention to conduct the same, except for such investigations which, if they resulted in adverse findings, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Xxxx Atlantic. Except as set forth in Section 5.9 of the Xxxx Atlantic Disclosure Schedule, neither Xxxx Atlantic nor any of its Subsidiaries is subject to any cease and desist or other order, judgment, injunction or decree issued by, or is a party to any written Agreement, consent Agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has adopted any board resolutions at the request of, any Governmental Entity that materially restricts the conduct of its business or which may reasonably be expected to have a Material Adverse Effect on Xxxx Atlantic, nor has Xxxx Atlantic or any of its Subsidiaries been advised that any Governmental Entity is considering issuing or requesting any of the foregoing. None of the representations and warranties made in this Section 5.9 are being made with respect to Environmental Laws.
Permits; No Violation of Law. The business of Videonics is not being conducted in violation of any Law, or in violation of any Permits, except for possible violations none of which, individually or in the aggregate, may have a Material Adverse Effect on Videonics. No investigation or review by any Governmental Authority (including any stock exchange or other self- regulatory body) with respect to Videonics, in relation to any alleged violation of Law is pending or, to Videonics' knowledge, threatened, nor has any Governmental Authority (including any stock exchange or other self-regulatory body) indicated an intention to conduct the same, except for such investigations which, if they resulted in adverse findings, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Videonics. Videonics is not subject to any cease and desist or other order, judgment, injunction or decree issued by, or a party to any written agreement, consent agreement or memorandum of understanding with, or a party to any commitment letter or similar undertaking to, or subject to any order or directive by, or adopted any board resolutions at the request of, any Governmental Authority that materially restricts the conduct of its business or which may reasonably be expected to have a Material Adverse Effect on Videonics, nor has Videonics been advised that any Governmental Authority is considering issuing or requesting any of the foregoing.
Permits; No Violation of Law. The businesses of Focus and its Subsidiaries are not being conducted in violation of any Law, or in violation of any Permits, except for possible violations none of which, individually or in the aggregate, may have a Material Adverse Effect on Focus or any of its Subsidiaries. No investigation or review by any Governmental Authority (including any stock exchange or other self- regulatory body) with respect to Focus or its Subsidiaries in relation to any alleged violation of Law is pending or, to Focus' knowledge, threatened, nor has any Governmental Authority (including any stock exchange or other self-regulatory body) indicated an intention to conduct the same, except for such investigations which, if they resulted in adverse findings, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Focus. Neither Focus nor any of its Subsidiaries is subject to any cease and desist or other order, judgment, injunction or decree issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has adopted any board resolutions at the request of, any Governmental Authority that materially restricts the conduct of its business or which may reasonably be expected to have a Material Adverse Effect on Focus, nor has Focus or any of its Subsidiaries been advised that any Governmental Authority is considering issuing or requesting any of the foregoing.
Permits; No Violation of Law. The Company and its Subsidiaries have received such certificates, permits, licenses, franchises, consents, approvals, orders, authorizations and clearances from appropriate Governmental Entities (the "Company Licenses") as are necessary to conduct their respective businesses substantially in the manner currently conducted, and all such Company Licenses are valid and in full force and effect, except for any such Company Licenses that the failure to have or to be in full force and effect would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The Company and its Subsidiaries are in compliance with their respective obligations under the Company Licenses, with only such exceptions as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company.
Permits; No Violation of Law. (a) The Company and its Subsidiaries have received such certificates, permits, licenses, franchises, consents, approvals, orders, authorizations and clearances from appropriate Governmental Entities (the "Company Licenses") as are necessary to conduct their respective businesses substantially in the manner currently conducted, and all such Company Licenses are valid and in full force and effect, except for any such Company Licenses that the failure to have or to be in full force and effect would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. The Company and its Subsidiaries are in compliance with their respective obligations under the Company Licenses, with only such exceptions as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company.
(b) The businesses of the Company and its Subsidiaries have not and are not being conducted in violation of any Law of any Governmental Entity (provided that no representation or warranty is made in this Section 3.6 with respect to Environmental Laws (as defined herein)) except for violations or possible violations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company.
Permits; No Violation of Law. The businesses of Cross Media Group are not being conducted in violation of any Law or in violation of any Permits, except for violations none of which, individually or in the aggregate, may reasonably be expected to have a material adverse effect on them. No investigation or review by any Governmental Entity (including any stock exchange or other self-regulatory body) with respect to the Cross Media Group in relation to any alleged violation of law or regulation is pending or, to their knowledge, threatened, nor has any Governmental Entity (including any stock exchange or other self-regulatory body) indicated an intention to conduct the same, except for such investigations which, if they resulted in adverse findings, would not reasonably be expected to have, a material adverse effect on the Cross Media Group.
Permits; No Violation of Law. The businesses of XMM and its Subsidiaries are not being conducted in violation of any Legal Requirements or in violation of any Permits, except for violations none of which, individually or in the aggregate, may reasonably be expected to have a Material Adverse Effect on XMM. No investigation or review by any Governmental Entity (including any stock exchange 27 32 or other self-regulatory body) with respect to XMM or its Subsidiaries in relation to any alleged violation of law or regulation is pending or, to XMM's knowledge, threatened, nor has any Governmental Entity (including any stock exchange or other self-regulatory body) indicated an intention to conduct the same, except for such investigations which, if they resulted in adverse findings, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on XMM. Neither XMM nor any of its Subsidiaries is subject to any cease and desist or other order, judgment, injunction or decree issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has adopted any board resolutions at the request of, any Governmental Entity that materially restricts the conduct of its business or which may reasonably be expected to have a Material Adverse Effect on XMM, nor has XMM or any of its Subsidiaries been advised that any Governmental Entity is considering issuing or requesting any of the foregoing.
Permits; No Violation of Law. The Company and its Subsidiaries have all material permits, licenses, variances, exemptions, authorizations, orders and approvals from all Governmental Entities necessary for them to own, lease or operate their properties and assets and to carry on their business and operations as currently conducted (“Permits”) and are in compliance in all material respects with the terms and conditions of such Permits. Schedule 4.5 sets forth a correct and complete list of all such material Permits held by the Company and its Subsidiaries as of the date hereof. All such Permits are in full force and effect, and to the Knowledge of the Company, none of such Permits will be subject to revocation, withdrawal, suspension, termination or modification as a result of the execution and delivery of this Agreement or the consummation of the Merger. Neither the Company nor any of its Subsidiaries is in violation of any applicable Law in any respect which would reasonably be expected to have a Material Adverse Effect.
Permits; No Violation of Law. (a) The Company and its Subsidiaries have received such certificates, permits, licenses, franchises, consents, approvals, orders, authorizations and clearances from appropriate governmental bodies and authorities (the "Company Licenses") as are necessary to conduct their respective businesses substantially in the manner currently conducted, and all such Company Licenses are valid and in full force and effect, except for any such Company Licenses which the failure to have or to be in full force and effect would not have, individually or in the aggregate, a Material Adverse Effect on the Company. The Company and its Subsidiaries are in compliance with their respective obligations under the Company Licenses, with only such exceptions as, individually or in the aggregate, would not have a Material Adverse Effect on the Company.
(b) The businesses of the Company and its Subsidiaries are not being conducted in violation of any law, ordinance or regulation of any governmental body or authority (provided that no representation or warranty is made in this Section 3.6 with respect to Environmental Laws (as hereinafter defined)) except for violations or possible violations which would not, individually or in the aggregate, have a Material Adverse Effect on the Company.
