Permits; Required Consents. (a) Schedule 3.14(a) sets forth all material approvals, authorizations, certificates, consents, licenses, orders and permits or other similar authorizations of all Governmental Authorities and all other Persons necessary for the operation of the Transferred Assets or the Business in substantially the same manner as currently operated or affecting or relating in any way to the Business (the "Permits").
Permits; Required Consents. (a) Schedule 3.15(a) sets forth all material approvals, authorizations, certificates, consents, licenses, orders and permits or other similar authorizations of all Governmental Authorities (and all other Persons) necessary for the operation of the Entertainment Companies in substantially the same manner as currently operated or affecting or relating in any way to the Entertainment Companies (the "Permits").
Permits; Required Consents. (a) To Seller's best knowledge, Schedule 3.13(a) sets forth all approvals, authorizations, certificates, consents, licenses, orders and permits and other similar authorizations of all Governmental Authorities (and all other Persons) necessary for the operation of the Transferred Assets or the Business in substantially the same manner as currently operated or affecting or relating in any way to the Business (the "Permits").
Permits; Required Consents. (a) To the knowledge of Seller, SCHEDULE 3.12(a) sets forth all material approvals, authorizations, certificates, consents, licenses, orders and permits and other similar authorizations of all Governmental Authorities (and all other Persons) necessary for the operation of the Business, including use, ownership and operation of the Property in substantially the same manner as operated by Seller currently and during the past twelve (12) months (collectively, the "Permits"). Except as set forth in SCHEDULE 3.12(a), each Permit is valid and in full force and effect in all material respects, except where the failure to be valid and in full force and effect could not reasonably be expected to have a Material Adverse Effect on the Business and Purchased Assets.
Permits; Required Consents. (a) Schedule 3.11(a) sets forth all approvals, ---------------- authorizations, certificates, consents, licenses, orders and permits or other similar authorizations of all Governmental Authorities (and all other Persons), other than those relating to Environmental Laws (which are the subject of Section 3.17), necessary under Applicable Law for the ownership or operation of the Transferred Assets or the Business in substantially the same manner as operated on the date of the Seller Balance Sheet and the date hereof and as of the Closing Date (the "Permits") except for those the absence of which would not individually or in the aggregate have a Material Adverse Effect.
Permits; Required Consents. (a) Schedule 3.12(a) sets forth all approvals, authorizations, ---------------- certificates, consents, licenses, orders and permits and other similar authorizations of all Governmental Authorities (and all other Persons) necessary for the operation of the Business in substantially the same manner as currently operated by Seller currently and during the past twelve (12) months (collectively, the "Permits"). Seller holds all material Permits and approvals of Governmental Authorities necessary for the lawful conduct of the Business. Except as set forth in Schedule 3.12(a), each ---------------- Permit is valid and in full force and effect in all material respects, and none of the Permits will be terminated or become terminable or impaired in any material respect as a result of the transactions contemplated hereby.
Permits; Required Consents. 17 3.15. Compliance with Applicable Laws..................................17 3.16. Employment Agreements; Change in Control; and Employee Benefits..18 3.17.
Permits; Required Consents. (i) Schedule 5.12(f)(i) attached hereto sets forth all ------------------- material certificates, licenses, orders and permits or other similar authorizations of all Governmental Authorities (and all other Persons) necessary for the operation of the Sports Entities and their respective Businesses in substantially the same manner as currently operated (the "Sports Entities --------------- Permits"). -------
Permits; Required Consents. (a) Rheochem has all material approvals, authorizations, certificates, consents, licenses, orders and permits or other similar authorizations of all Governmental Authorities (and all other Persons) necessary for the operation of the Business or Rheochem's assets in substantially the same manner as currently operated or affecting or relating in any way to the Business or such assets (the "Permits"). (b) There is no Scheduled Contract with respect to which the consent of the other party or parties thereto must be obtained by Holding Company, Rheochem or Shareholders by virtue of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby to avoid the invalidity of the transfer of such Contract, the termination thereof, a breach or default thereunder or any other change or modification to the terms thereof. Each Permit is valid and in full force and effect in all material respects and none of the Permits will be terminated or become terminable or impaired in any material respect as a result of the transactions contemplated hereby. 3.17
Permits; Required Consents. (a) The Company and the Company Subsidiaries have all approvals, authorizations, certificates, consents, licenses, orders, permits, qualifications or other similar authorizations of all Governmental Authorities that are required by any Governmental Authority to allow the Company and the Company Subsidiaries to operate the Business in substantially the same manner as currently operated, except for such approvals, authorizations, certificates, consents, licenses, orders, permits, qualifications or other similar authorizations the failure of the Company or any of the Company Subsidiaries to possess which would, individually or in the aggregate, not have a Material Adverse Effect (the "Permits"). No notice, citation, summons or order has been issued, no complaint has been filed, no penalty has been assessed and no investigation or review is pending, of which the Company, any of the Company Subsidiaries or Seller has received formal or informal written notice or of which Seller has Knowledge, or, to the Knowledge of Seller, threatened by any Governmental or other entity with respect to any alleged failure by Seller, the Company or any Company Subsidiary to have any Permit required in connection with the Business or otherwise applicable to the Business.
