Regulatory Agreements; Permits. (a) Except as disclosed in Section 3.11(a) of the Seller Disclosure Letter, there are no material written agreements, memoranda of understanding, commitment letters, or Governmental Orders to which Seller or any of its Subsidiaries is a party, on the one hand, and any Governmental Authority is a party or addressee, on the other hand.
(b) Except as disclosed in Section 3.11(b) of the Seller Disclosure Letter, each of Seller, its Subsidiaries, and each employee of the Seller or any of its Subsidiaries who is legally required to be licensed by a Governmental Authority in order to perform his or her duties with respect to his or her employment with the Seller, or such Subsidiary, hold all material permits, licenses, franchises, grants, authorizations, consents, exceptions, variances, exemptions, orders and other authorizations of Governmental Authorities, certificates, consents and approvals necessary to lawfully conduct the Seller’s or such Subsidiaries’ respective business as presently conducted, and to own, lease and operate the Seller’s or such Subsidiaries’ respective assets and properties (collectively, the “Seller Permits”), except for any such permits, licenses, franchises, grants, authorizations, consents, exceptions, variances, exemptions, certificates and approvals, the failure of which to obtain would not be reasonably expected to result in a Seller Material Adverse Effect. The Seller has made available to the Company true, correct and complete copies of all material Seller Permits. All of the Seller Permits are in full force and effect, and no suspension or cancellation of any of Seller Permits is pending or, to the knowledge of the Seller, threatened. Neither the Seller nor any of its Subsidiaries is in violation in any material respect with the terms of any Seller Permit.
Regulatory Agreements; Permits. (a) There are no: (i) written agreements, consent agreements, memoranda of understanding, commitment letters, cease and desist orders, or similar undertakings to which the Company is a party, on the one hand, and any Governmental Authority or Educational Agency is a party or addressee, on the other hand, (ii) Orders or directives of or supervisory letters from a Governmental Authority or Educational Agency specifically with respect to the Company or the Company School, or (iii) resolutions or policies or procedures adopted by the Company or the Company School at the request of a Governmental Authority or Educational Agency, that (A) limit in any material respect the ability of the Company to conduct its education business as currently being conducted, (B) in any manner impose any requirements on the Company in respect of the provision of educational products and services that materially add to or otherwise materially modify in any respect the requirements imposed under applicable Laws or Educational Laws, (C) require the Company or any of its divisions to make capital contributions or make loans to another division or affiliate of the Company or (D) in any manner relate to the ability of the Company to pay dividends or otherwise materially restrict the conduct of business of the Company or the Company School in any respect.
(b) The Company holds all material permits, licenses, franchises, grants, authorizations, consents, exceptions, variances, exemptions, orders and other governmental authorizations, certificates, consents and approvals (excluding any Educational Approvals which are addressed in Section 2.10) necessary to lawfully conduct its business as presently conducted and as contemplated to be conducted, and to own, lease and operate its assets and properties (collectively, the “Company Permits”), all of which are in full force and effect, and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure of any of the Company Permits to be in full force and effect, or the suspension or cancellation of any of the Company Permits, would not reasonably be expected to have a Material Adverse Effect. Section 2.11(b) of the Company Disclosure Schedule sets forth each Company Permit required to be held by the Company in all jurisdictions in which it conducts business. The Company is not in violation in any material respect of the terms of any Company Permit.
(c) Each of the ...
Regulatory Agreements; Permits. Except as set forth on Section 2.11 of the Chaparral Disclosure Schedules:
(a) There are no: (i) written agreements, consent agreements, memoranda of understanding, commitment letters, cease and desist orders, or similar undertakings to which Chaparral or any Subsidiary is a party, on the one hand, and any Governmental Authority is a party or addressee, on the other hand, (ii) Orders (as defined in Section 2.12) or directives of or supervisory letters from a Governmental Authority specifically with respect to Chaparral or any Subsidiary, or (iii) resolutions or policies or procedures adopted by Chaparral or any Subsidiary at the request of a Governmental Authority, that (A) limit in any material respect the ability of Chaparral or any Subsidiary to conduct its business as currently being conducted or as contemplated by the Parties to be conducted following the Closing, (B) in any manner impose any requirements on Chaparral or any Subsidiary that materially add to or otherwise materially modify in any respect the requirements imposed under applicable Laws, (C) require Chaparral or any Subsidiary or any of its divisions to make capital contributions or make loans to another division or affiliate of Chaparral or any Subsidiary or (D) in any manner relate to the ability of Chaparral or any Subsidiary to pay dividends or otherwise materially restrict the conduct of business of Chaparral or any Subsidiary in any respect.
(b) Chaparral and each Subsidiary hold all material permits, licenses, franchises, grants, authorizations, consents, exceptions, variances, exemptions, orders and other governmental authorizations, certificates, consents and approvals necessary to lawfully conduct its business as presently conducted and to own, lease and operate its assets and properties (collectively, the “Chaparral Permits”), all of which are in full force and effect, and no suspension, non-renewal, amendment, restriction, limitation or cancellation of any of the Chaparral Permits is pending or, to the knowledge of Chaparral, threatened, except where the failure of any of the Chaparral Permits to be in full force and effect, or the suspension or cancellation of any of the Chaparral Permits, would not reasonably be expected to have a Material Adverse Effect. To the knowledge of Chaparral, no facts or circumstances exist that would reasonably be expected to impact Chaparral’s ability to obtain any material Chaparral Permit in the future as may be necessary for Chaparral to conti...
Regulatory Agreements; Permits. (a) There are no material written agreements, memoranda of understanding, commitment letters, or Governmental Orders to which Seller is a party, on the one hand, and any Governmental Authority is a party or addressee, on the other hand.
(b) The Seller holds all material permits, licenses, franchises, grants, authorizations, consents, exceptions, variances, exemptions, orders and other authorizations of Governmental Authorities, certificates, consents and approvals necessary to lawfully conduct the Seller’s business as presently conducted, and to own, lease and operate the Seller’s assets and properties (collectively, the “Seller Permits”), except for any such permits, licenses, franchises, grants, authorizations, consents, exceptions, variances, exemptions, certificates and approvals, the failure of which to obtain would not be reasonably expected to result in a Seller Material Adverse Effect. The Seller has made available to the Company true, correct and complete copies of all material Seller Permits. All of the Seller Permits are in full force and effect, and no suspension or cancellation of any of Seller Permit is pending or, to the knowledge of the Seller, threatened. The Seller is not in violation in any material respect with the terms of any Seller Permit.
Regulatory Agreements; Permits. (a) Except as disclosed in Section 2.11(a) of the Company Disclosure Letter, there are no material written agreements, memoranda of understanding, commitment letters, or Orders to which the Company or any Company Subsidiary is a party, on the one hand, and any Governmental Authority is a party or addressee, on the other hand.
(b) Except as disclosed in Section 2.11(b) of the Company Disclosure Letter, each of the Company, the Company Subsidiaries, and each employee of the Company or any Company Subsidiary who is legally required to be licensed by a Governmental Authority in order to perform his or her duties with respect to his or her employment with the Company or such Company Subsidiary, hold all material permits, licenses, franchises, grants, authorizations, consents, exceptions, variances, exemptions, orders and other authorizations of Governmental Authorities, certificates, consents and approvals necessary to lawfully conduct the Company’s or the Company Subsidiaries’ respective business as presently conducted, and to own, lease and operate the Company’s or the Company Subsidiaries’ respective assets and properties, except for any such permits, licenses, franchises, grants, authorizations, consents, exceptions, variances, exemptions, certificates and approvals (collectively, the “Kuncheng Permits”). The Company has made available to Purchaser true, correct and complete copies of all material Kuncheng Permits. All of Kuncheng Permits are in full force and effect, and no suspension or cancellation of any of Kuncheng Permits is pending or, to the Company’s knowledge, threatened. None of the Company or any Company Subsidiary is not in violation in any material respect of the terms of any Kuncheng Permit.
Regulatory Agreements; Permits. (a) There are no material written agreements, memoranda of understanding, commitment letters, or Orders to which the Company or any ESG Group member is a party, on the one hand, and any Governmental Authority is a party or addressee, on the other hand.
(b) Each of the Company, the ESG Group, and each employee of the Company or any ESG Group who is legally required to be licensed by a Governmental Authority in order to perform his or her duties with respect to his or her employment with the Company or such ESG Group member, hold all material permits, licenses, franchises, grants, authorizations, consents, exceptions, variances, exemptions, orders and other authorizations of Governmental Authorities, certificates, consents and approvals necessary to lawfully conduct the Company’s or the ESG Group’s respective business as presently conducted, and to own, lease and operate the Company’s or the ESG Group’s respective assets and properties, except for any such permits, licenses, franchises, grants, authorizations, consents, exceptions, variances, exemptions, certificates and approvals (collectively, the “ESG Permits”). The Company has made available to PMIN true, correct and complete copies of all material ESG Permits. All of the ESG Permits are in full force and effect, and no suspension or cancellation of any of ESG Permits is pending or, to the Company’s knowledge, threatened. None of the Company or any ESG Group member is in violation in any material respect of the terms of any ESG Permit.
Regulatory Agreements; Permits. (a) There are no material written agreements, memoranda of understanding, commitment letters, or Orders to which the Company or any Shuhai Subsidiary is a party, on the one hand, and any Governmental Authority is a party or addressee, on the other hand.
(b) Each of the Company, the Shuhai Subsidiaries, and each employee of the Company or any Shuhai Subsidiary who is legally required to be licensed by a Governmental Authority in order to perform his or her duties with respect to his or her employment with the Company or such Shuhai Subsidiary, hold all material permits, licenses, franchises, grants, authorizations, consents, exceptions, variances, exemptions, orders and other authorizations of Governmental Authorities, certificates, consents and approvals necessary to lawfully conduct the Company’s or the Shuhai Subsidiaries’ respective business as presently conducted, and to own, lease and operate the Company’s or the Shuhai Subsidiaries’ respective assets and properties, except for any such permits, licenses, franchises, grants, authorizations, consents, exceptions, variances, exemptions, certificates and approvals (collectively, the “Shuhai Permits”). The Company has made available to Datasea true, correct and complete copies of all material Shuhai Permits. All of the Shuhai Permits are in full force and effect, and no suspension or cancellation of any of Shuhai Permits is pending or, to the Company’s knowledge, threatened. None of the Company or any Shuhai Subsidiary is not in violation in any material respect of the terms of any Shuhai Permit.
Regulatory Agreements; Permits. Except as set forth on Schedule 2.11 of the Target Disclosure Schedules:
(a) There are no: (i) written agreements, consent agreements, memoranda of understanding, commitment letters, cease and desist orders, or similar undertakings to which Target or any Subsidiary is a party, on the one hand, and any Governmental Authority is a party or addressee, on the other hand, (ii) Orders or directives of or supervisory letters from a Governmental Authority specifically with respect to Target or any Subsidiary, or (iii) resolutions or policies or procedures adopted by Target or any Subsidiary at the request of a Governmental Authority, that (A) limit in any material respect the ability of Target or any Subsidiary to conduct its business as currently being conducted or as contemplated by the Parties to be conducted following the Closing, (B) in any manner impose any requirements on Target or any Subsidiary that materially add to or otherwise materially modify in any respect the requirements imposed under applicable Laws, (C) require Target or any Subsidiary or any of its divisions to make capital contributions or make loans to another division or affiliate of Target or any Subsidiary or (D) in any manner relate to the ability of Target or any Subsidiary to pay dividends or otherwise materially restrict the conduct of business of Target or any Subsidiary in any respect.
(b) Target and each Subsidiary hold all material Target Permits, all of which are in full force and effect, and no suspension, non-renewal, amendment, restriction, limitation or cancellation of any of the Target Permits is pending or, to the Knowledge of Target or any Subsidiary, threatened. To the Knowledge of Target, no facts or circumstances exist that would reasonably be expected to impact Target’s or any Subsidiary’s ability to obtain any material Target Permit in the future as may be necessary for Target or any Subsidiary to continue its operations as currently contemplated. Neither Target nor any Subsidiary is in violation in any material respect of the terms of any Target Permit.
(c) Each of the officers and employees of Target and each of the Subsidiaries are in compliance with all applicable federal, state and foreign Laws requiring any registration, licensing or qualification, and are not subject to any liability or disability by reason of the failure to be so registered, licensed or qualified.
Regulatory Agreements; Permits. (a) There are no (1) except for The Standard Bank Plc mandates, written agreements, consent agreements, memoranda of understanding, commitment letters, cease and desist orders, or similar undertakings to which Parent is a party, on the one hand, and any Governmental Authority is a party or addressee, on the other hand, (2) Orders or directives of or supervisory letters from a Governmental Authority specifically with respect to Parent or any property or asset owned by Parent, or (3) resolutions or policies or procedures adopted by Parent at the request of a Governmental Authority, that (A) limit in any material respect the ability of Parent to conduct its business as currently being conducted or (B) in any manner relate to the ability of Parent to pay dividends or otherwise materially restrict the conduct of business of Parent in any respect.
(b) Except for updated certificates on concessions, Parent holds all material permits, licenses, franchises, grants, authorizations, consents, exceptions, variances, exemptions, orders and other governmental authorizations, certificates, consents and approvals necessary to lawfully conduct its business as presently conducted and to own, lease and operate its assets and properties (collectively, the “Parent Permits”), all of which are in full force and effect, and no suspension, non-renewal, amendment, restriction, limitation or cancellation of any of the Parent Permits is pending or, to the Knowledge of Parent, threatened, except where the failure of any of the Parent Permits to be in full force and effect, or the suspension or cancellation of any of the Parent Permits, would not reasonably be expected to have a Material Adverse Effect. To the Knowledge of Parent, no facts or circumstances exist that would reasonably be expected to impact Parent’s ability to obtain any material Parent Permit in the future as may be necessary for Parent to continue its operations as currently contemplated. Parent is not in violation in any material respect of the terms of any Parent Permit.
Regulatory Agreements; Permits. (a) There are no written agreements, memoranda of understanding, commitment letters, or cease and desist orders, to which Parent or any Parent Subsidiary is a party, on the one hand, and any Governmental Authority is a party or addressee, on the other hand.
(b) Except as disclosed in Section 3.27(b) of the Parent Disclosure Schedule, Parent and the Parent Subsidiaries hold all permits, licenses, franchises, grants, authorizations, consents, exceptions, variances, exemptions, orders and other authorizations of Governmental Authorities, certificates, consents and approvals necessary to lawfully conduct their businesses as presently conducted, and to own, lease and operate their assets and properties (collectively, the “Parent Permits”) all of which have been made available to Company and all of which are in full force and effect, and no suspension or cancellation of any of the Parent Permits is pending or, to the knowledge of Parent, threatened, except where the failure of any Parent Permits to have been in full force and effect, or the suspension or cancellation of any of the Parent Permits, would not reasonably be expected to result in a Parent Material Adverse Effect. Parent and the Parent Subsidiaries are not in violation in any material respect of the terms of any Parent Permit.
(c) To Parent’s knowledge, no investigation, review or market conduct examination by any Governmental Authority with respect to Parent or any Parent Subsidiary is pending or threatened.
