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").
(b) Schedule 3.13(b) lists (i) each governmental or other registration, filing, application, notice, transfer, consent, approval, order, qualification and waiver known by Seller to be required under Applicable Law to be obtained by Seller by virtue of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby to avoid the loss of any Permit or otherwise (each, a "Required Governmental Approval"), and (ii) each Scheduled Contract with respect to which the consent of the other party or parties thereto must be obtained by Seller by virtue of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby to avoid the invalidity of such Scheduled Contract, the termination thereof, a breach or default thereunder or any other change or modification to the terms thereof (each, a "Required Contractual Consent" and, together with the Required Governmental Approvals, the "Required Consents").
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.
(b) Schedule 3.11(b) lists (i) each governmental or other ---------------- registration, filing, application, notice, transfer, consent, approval, order, qualification and waiver (each, a "Required Governmental Approval"), other than those relating to Environmental Laws (which are the subject of Section 3.17), required under Applicable Law to be obtained by Seller by virtue of the execution and delivery of this Agreement or the consummation of the trans- actions contemplated hereby to avoid the loss of any material Permit, and (ii) each Scheduled Contract with respect to which the consent of the other party or parties thereto must be obtained by Seller 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 Scheduled Contract, the termination thereof or a material breach or default or acceleration thereunder (each, a "Required Contractual Consent" and collectively with the Required Governmental Approvals, the "Required Consents"). Except as set forth in Schedule 3.11(b), to the knowledge of ---------------- Seller, each Permit is valid and in full force and effect in all material respects and, assuming the related Required Consents have been obtained prior to the Closing Date, are or will be transferable by Seller, and assuming the related Required Consents have been obtained prior to the Closing Date, 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. 32 3.12. Compliance with Applicable Laws ..............
Permits; Required Consents. (a) SCHEDULE 4.13(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 Business as currently operated (the "PERMITS").
(b) SCHEDULE 4.13(b) lists each governmental or other registration, filing, application, notice, transfer, consent, approval, order, qualification and waiver required under Applicable Law to be obtained by the Company or any Shareholder by virtue of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby to avoid the loss of any material Permit, the violation or breach of, or a default under, any lease, commitment, note, indenture, mortgage, lien, instrument, plan, license or agreement, or the giving to others of any interests or rights, including rights of termination, acceleration or cancellation, in or with respect to the Company, or otherwise (each, a "REQUIRED GOVERNMENTAL APPROVAL" and collectively with the Required Contractual Consents, the "REQUIRED CONSENTS"). Except as set forth in SCHEDULE 4.13(b), each Permit is valid and in full force and effect in all material respects, and none of the material Permits will be terminated or become terminable or impaired in any material respect as a direct result of the transactions contemplated hereby.
Permits; Required Consents. (1) 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").
(2) Schedule 5.12(f)(ii) attached hereto lists (A) each governmental or other registration, filing, application, notice, transfer, consent, approval, order, qualification and waiver (each, a "Sports Entities Required Governmental Approval") required under Applicable Law to be obtained by the Sports Entities by virtue of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby to avoid the loss of any material Sports Entities Permit, and (B) each Sports Entities Contract with respect to which the consent of the other party or parties thereto that must be obtained by the applicable Sports Entity by virtue of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby (each, a "Sports Entities Required Contractual Consent" and collectively with the Sports Entities Required Governmental Approvals, the "Sports Entities Required Consents"). Except as set forth in Schedule 5.12(f)(i) attached hereto, each Sports Entities Permit is valid and in full force and effect in all material respects and, assuming the related Sports Entities Required Consents have been obtained prior to the Closing Date, are, or will be, transferable by the applicable Sports Entity and will be in full force and effect immediately after the Closing.
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"). -------
(ii) As of the Effective Date and the Closing Date, Schedule -------- 5.12(f)(ii) attached hereto lists (A) each governmental or other registration, ----------- filing, application, notice, transfer, consent, approval, order, qualification and waiver (each, a "Sports Entities Required Governmental Approval") required ---------------------------------------------- under Applicable Law to be obtained by the Sports Entities by virtue of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby to avoid the loss of any material Sports Entities Permit, and (B) each Sports Entities Contract with respect to which the consent of the other party or parties thereto that must be obtained by the applicable Sports Entity by virtue of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby (each, a "Sports Entities --------------- Required Contractual Consent" and collectively with the Sports Entities Required ---------------------------- Governmental Approvals, the "Sports Entities Required Consents"). Except as set --------------------------------- forth in Schedule 5.12(f)(i) attached hereto, each Sports Entities Permit is valid and in full force and effect in all material respects and, assuming the related Sports Entities Required Consents have been obtained prior to the Closing Date, are, or will be, transferable by the applicable Sports Entity and will be in full force and effect immediately after the Closing.
Permits; Required Consents. (a) Schedule 3.2.10(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 Sellers currently and during the past twelve (12) months (collectively, the "Permits"). Sellers hold all material Permits and approvals of Governmental Authorities necessary for the lawful conduct of the Business. Except as set forth in Schedule 3.2.10(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. For purposes hereof, "Governmental Authority" means any foreign or domestic federal, territorial, state or local governmental authority, quasi-governmental authority, instrumentality, court, government or self-regulatory organization, commission, tribunal or organization or any regulatory, administrative or other agency, or any political or other subdivision, department or branch of any of the foregoing.
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.
Permits; Required Consents. (a) The Company has, or will have at Closing, all material approvals, authorizations, certificates, consents, licenses, orders and permits and other similar authorizations of all Governmental Authorities necessary for the operation of the Business in substantially the same manner as currently operated or affecting or relating in any way to the Business (the "PERMITS"). Each Permit is, or will be as of the Closing, valid and in full force and effect in all material respects, and none of the material Permits will be terminated or become terminable or impaired in any material respect as a result of the transactions contemplated hereby.
(b) The Company has, or will have as of the Closing, (i) each material governmental or other registration, filing, application, notice, transfer, consent, approval, order, qualification and waiver required under Applicable Law to be obtained by Microsoft or the Company by virtue of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby to avoid the loss of any material Permit or otherwise (each, a "REQUIRED GOVERNMENTAL APPROVAL" and collectively with the Required Contractual Consents, the "REQUIRED CONSENTS").
Permits; Required Consents. 15 3.17. Compliance with Applicable Laws . . . . . . . . . . . . . . . . .
