Status of Licenses Sample Clauses

Status of Licenses. (a) CDFG and each Subsidiary have all state, federal and SRO registrations and licenses that are necessary for their businesses and operations, including, without limitation, (i) a broker-dealer license for First Colonial with the NASD, (ii) registration by First Colonial as a broker-dealer with the SEC, (iii) state licenses to conduct business as a broker-dealer in all of the states listed on Schedule 3.16, and (iv) individual insurance agent and/or insurance agency licenses for all of the states listed on Schedule 3.16 (collectively, the "Licenses"). Except as set forth in Schedule 3.16, all such Licenses are valid and in full force and effect and will remain valid and in full force and effect for the benefit of Buyer at and following the Closing. The Shareholders' personal Licenses to transact the business and operations of CDFG and First Colonial shall be made available and shall be usable by Buyer to continue the business of CDFG and First Colonial without interruption at and after the Closing, and such Licenses shall remain in full force and effect and usable by Buyer, CDFG and First Colonial so long as the Shareholders remain employed by Buyer and/or CDFG or First Colonial. All of the state and federal Licenses of CDFG and each Subsidiary in their businesses and operations are set forth on Schedule 3.16. Except as disclosed thereon as of the Closing, the Licenses identified on Schedule 3.16 are in full force and effect and have not been suspended, modified in any material adverse respect, canceled or revoked, and each of CDFG and each Subsidiary has operated and will continue to operate in compliance with all material terms thereof or any renewals thereof. (b) Except as identified on Schedule 3.16, all other material permits, concessions, grants, franchises, and other governmental authorizations and approvals necessary for the conduct of the businesses of CDFG and each Subsidiary, as currently conducted, have been duly obtained, are in full force and effect, have not been suspended, modified, canceled or revoked, and CDFG and each Subsidiary has operated and, until the Closing, will continue to operate in compliance with all applicable renewals thereof. (c) Except as described in Schedule 3.16, none of the Shareholders, CDFG, or any Subsidiary has notice of, and there is not pending, as of the date hereof, any application, petition, objection, or other pleading with any governmental body having jurisdiction or authority over any part of the business...
Sample 1
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Status of Licenses. (a) Each corporation included within the definition of Company has all state and federal licenses that are necessary for its business and operations including, without limitation, (i) a broker dealer license by FIMI Securities, Inc. with the SEC, and the National Association of Securities Dealers ("NASD"), (ii) state licenses to conduct business as an insurance agency in all of the states listed on Schedule 2.16, and (iii) individual insurance agent licenses for all of the states listed on Schedule 3.16 (the "Licenses"). Except as set forth in Schedule 3.16, all such Licenses are valid and in full force and effect and shall remain valid and in full force and effect for the benefit of Buyer at the Closing. All of the state and federal Licenses of any corporation included within the definition of the Company as utilized by any corporation included within the definition of the Company in its business and operations are set forth on Schedule 3.16. Except as disclosed thereon as of the Closing Date, the Licenses identified on Schedule 3.16 are in full force and effect and have not been suspended, modified in any material adverse respect, canceled or revoked, and any corporation included within the definition of the Company has operated and will continue from the date hereof to the Closing to operate in compliance with all material terms thereof or any renewals thereof. (b) Except as identified on Schedule 3.16, all other material permits, concessions, grants, franchises and other governmental authorizations and approvals necessary for the conduct of the business of any corporation included within the definition of the Company as currently conducted have been duly obtained and are in full force and effect, have not been suspended, modified in any materially adverse respect, canceled or revoked, and any corporation included within the definition of the Company has operated and until Closing will continue to operate in compliance with all material terms thereof or any applicable renewals thereof. (c) Except as described in Schedule 3.16, neither Seller nor each corporation included within the definition of Company has notice of and, to the best of Seller's and each corporation's, included within the definition of Company, knowledge, there is not pending, as of the date hereof, any application, petition, objection or other pleading with the governmental body having jurisdiction or authority over any part of the business or operations of any corporation included wit...
Sample 1
Status of Licenses. In any year that a reduction of teaching positions is occurring and the School Board is placing teachers on ULA, licensure programs in progress, not awarded by February 15 of such year shall not be considered for purposes of determining ULA within areas of licensure for the following school year. A license awarded after February 15 shall be considered for purposes of reinstatement but not for the current reduction.
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Status of Licenses. BAVARIAN NORDIC and EPIMMUNE hereby acknowledge that this Agreement is an executory contract for the licensing of intellectual property as defined in Section 365(n) of the United States Bankruptcy Code (codified at 11 U.S.C. Section 365(n) et. seq.). If either Party, as debtor in possession, or if a trustee in bankruptcy in a case under the Bankruptcy Code rejects this Agreement, then the other Party shall have the right to elect to retain its rights under this Agreement, as provided in Section 365(n) of the Bankruptcy Code.
Sample 1
Status of Licenses. (a) The Company has all state and federal licenses that are necessary for its business and operations. All such Licenses are valid and in full force and effect and shall remain valid and in full force and effect for the benefit of Buyer at and following the Closing.
Sample 1
Status of Licenses. To the best of Seller's actual knowledge without investigation, Seller has received no notice of any violation, fine or suspension relating to any permits or licenses issued with respect to the Existing Restaurant or the Premises, and no notice asserting that the Existing Restaurant or the Premises is being operated in violation of the terms and provisions of any applicable licenses or permits.
Sample 1
Status of Licenses. (a) OAS has all state, federal and local licenses that are necessary for their businesses and operations. (b) Except as identified on Exhibit 2.10, all other material permits, concessions, grants, franchises, and other governmental authorizations and approvals necessary for the conduct of the businesses of OAS, as currently conducted, have been duly obtained, are in full force and effect, have not been suspended, modified, canceled or revoked, and OAS has operated and, until each Closing, will continue to operate in compliance with all applicable renewals thereof. (c) Except as described in Exhibit 2.10, neither Seller nor OAS has notice of, and there is not pending, as of the date hereof, any application, petition, objection, or other pleading with the governmental body having jurisdiction or authority over any part of the business or operations of OAS, which question the validity of or contests any License or which, if accepted or granted, would result in the revocation, cancellation, suspension, or any material adverse modification of any license, permit, concession, grant, franchise, or other License of OAS. (d) Seller shall give Buyer prompt written notice of the filing of any material application, petition, objection or other pleading after the date hereof that would be required to be described on Exhibit 2.10 had such action occurred prior to the date hereof.
Sample 1
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Status of Licenses. As of the Closing, JOY shall possess all necessary permits, zoning classifications and other authorizations, whether city, county, state or federal, which may be needed to conduct adult topless entertainment with the sale of alcoholic beverages on the Property, without any interruption, and all such permits, zoning classifications and authorizations shall be in good order, without any administrative actions pending or concluded that may challenge or present an obstacle to the continued performance of adult topless entertainment or sale of alcoholic beverages at JOY. All necessary transfers of licenses, if any, required for the continued operation of JOY shall have been obtained. The City of Round Rock’s Sexually Oriented Business Permit issued to JOY on or about July 31, 2009, shall be in full force and effect.
Sample 1
Status of Licenses. All Insurance Licenses of the Target Entities are in full force and effect, and each Target Entity is in substantial compliance with all of the terms of such Insurance Licenses. All applications required to have been filed for the renewal of such Insurance Licenses have been duly filed on a timely basis with the appropriate Governmental Authorities. Except as set forth in Schedule 3.22(b) of the Disclosure Schedule, neither of the Target Entities has received, at any time since December 31, 1998, any notice or other communication (whether oral or written) from any Governmental Authority or any other Person regarding (i) any actual, alleged, possible or potential violation of or failure to comply, in some material respect, with any term or requirement of any such Insurance Licenses, or (ii) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any such Insurance Licenses, which in any instance might reasonably cause, result in or constitute a Material Adverse Effect.
Sample 1

Related to Status of Licenses

  • Status of Liens The fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security for the repayment of the Liabilities shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by Guarantor that Guarantor is not entering into this Guaranty Agreement in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of any collateral for the Liabilities;

  • TERMS OF LICENSE The terms and conditions set forth in the Contract that are in effect and applicable to a Purchase Order at the time of order placement. kk. THIRD-PARTY SOFTWARE Any software that is developed independently of Contractor and which may be governed by a separate license.

  • Termination of Licenses Subject to Clause 33.3 (Licence granted by the Supplier: Supplier Background IPR), all licences granted pursuant to Clause 33 (Intellectual Property Rights) (other than those granted pursuant to Clause 33.6 (Third Party IPR) and 33.7 (Licence granted by the Customer)) shall survive the Call Off Expiry Date. The Supplier shall, if requested by the Customer in accordance with Call Off Schedule 9 (Exit Management), grant (or procure the grant) to the Replacement Supplier of a licence to use any Supplier Background IPR and/or Third Party IPR on terms equivalent to those set out in Clause 33.3 (Licence granted by the Supplier: Supplier Background IPR) subject to the Replacement Supplier entering into reasonable confidentiality undertakings with the Supplier. The licence granted pursuant to Clause 33.7 (Licence granted by the Customer ) and any sub-licence granted by the Supplier in accordance with Clause 33.7.1 (Licence granted by the Customer) shall terminate automatically on the Call Off Expiry Date and the Supplier shall: immediately cease all use of the Customer Background IPR and the Customer Data (as the case may be); at the discretion of the Customer, return or destroy documents and other tangible materials that contain any of the Customer Background IPR and the Customer Data, provided that if the Customer has not made an election within six months of the termination of the licence, the Supplier may destroy the documents and other tangible materials that contain any of the Customer Background IPR and the Customer Data (as the case may be); and ensure, so far as reasonably practicable, that any Customer Background IPR and Customer Data that are held in electronic, digital or other machine-readable form ceases to be readily accessible from any computer, word processor, voicemail system or any other device of the Supplier containing such Customer Background IPR and/or Customer Data. The Supplier shall, during and after the Call Off Contract Period, on written demand, indemnify the Customer against all Losses incurred by, awarded against, or agreed to be paid by the Customer (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: procure for the Customer the right to continue using the relevant item which is subject to the IPR Claim; or replace or modify the relevant item with non-infringing substitutes provided that: the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; the replaced or modified item does not have an adverse effect on any other Goods and/or Services; there is no additional cost to the Customer; and the terms and conditions of this Call Off Contract shall apply to the replaced or modified Goods and/or Services. If the Supplier elects to procure a licence in accordance with Clause 33.9.2(a) or to modify or replace an item pursuant to Clause 33.9.2(b), but this has not avoided or resolved the IPR Claim, then: the Customer may terminate this Call Off Contract by written notice with immediate effect; and without prejudice to the indemnity set out in Clause 33.9.1, the Supplier shall be liable for all reasonable and unavoidable costs of the substitute goods and/or services including the additional costs of procuring, implementing and maintaining the substitute items.

  • Compliance with Laws; Licenses (a) The Company, each of the Retained Subsidiaries and the Retained Business since the Applicable Date has not been, and is not being, conducted in violation of any applicable federal, state, local, foreign or transnational law, statute or ordinance, common law, or any rule or regulation, including the Export and Sanctions Regulations (collectively, “Laws”) or any order, judgment, injunction, ruling, writ, award or decree of any Governmental Entity (collectively, “Order”), except for such violations that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. To the Knowledge of the Company, no investigation or review by any Governmental Entity with respect to the Company, the Retained Subsidiaries or the Retained Business is pending or, as of the date of this Agreement, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for such investigations or reviews the outcome of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, after giving effect to the Separation, the Company and the Retained Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct the Retained Business as it is conducted as of the date of this Agreement. (b) Section 3.10(b) of the Company Disclosure Letter sets forth a complete and accurate list, as of the date of this Agreement, of (A) each License that is issued or granted by the FCC to the Company or any of its Subsidiaries that is material to the conduct of the Retained Business as it is conducted as of the date of this Agreement (each, a “RemainCo FCC License”), (B) each License that is issued or granted by a Foreign Regulator to the Company or any of its Subsidiaries that is material to the conduct of the Retained Business as it is conducted as of the date of this Agreement (each, a “RemainCo Foreign License”), and (C) all Licenses (other than the RemainCo FCC Licenses and the RemainCo Foreign Licenses) issued or granted to the Company or any of its Subsidiaries that is material to the conduct of the Retained Business as it is conducted as of the date of this Agreement by any Governmental Entity, authorizing the Company or any of its Subsidiaries to provide broadcasting and/or audio-visual media services, and/or own, operate or install broadcasting and/or audio-visual media networks and facilities, including satellites, or to use radio frequencies, excluding, in each case, any License that is material to the conduct of the Retained Business as conducted as of the date of this Agreement solely because of an existing television programming distribution arrangement between the Retained Business and the SpinCo Business (collectively with the RemainCo FCC Licenses and the RemainCo Foreign Licenses, the “RemainCo Communications Licenses”). Each of the Company and its Subsidiaries is in compliance with the RemainCo Communications Licenses and the rules and regulations of the Governmental Entities issuing such RemainCo Communications Licenses, except for failures to comply that are, individually and in the aggregate, not material to the Retained Business, taken as a whole. There is not pending or, to the Knowledge of the Company, threatened before the FCC or a Foreign Regulator or any other Governmental Entity, any material proceeding, notice of violation, order of forfeiture, inquiry, administrative action, complaint or investigation (A) against the Company or any of its Subsidiaries relating to the Retained Business, (B) relating to any of the RemainCo Communications Licenses, including any such proceeding, notice, order, inquiry, action, complaint or investigation reasonably likely to result in the revocation, suspension, cancellation, rescission or modification of any material RemainCo Communications License or other impairment in any material respect of the operation of the Retained Business as it is conducted as of the date of this Agreement, except (x) proceedings to amend the Communications Laws not directed at the Company or its Subsidiaries or (y) proceedings of general applicability to the broadcasting and/or audio-visual media services industries or (C) that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except for restrictions or conditions that appear on the face of the RemainCo Communications Licenses, and except for restrictions or conditions that pertain to the RemainCo FCC Licenses under generally applicable rules of the FCC, to the Knowledge of the Company, no RemainCo Communications License held by the Company or any Subsidiary of the Company is subject to any restriction or condition which would limit the operation of the Retained Business as it is conducted as of the date of this Agreement, except for failures to comply that individually or in the aggregate would not be materially adverse to the Retained Business taken as a whole. (c) Except as would not be materially adverse to the Retained Business taken as a whole: (i) The Company, its Subsidiaries and, to the Knowledge of the Company, their respective officers, directors, employees and agents are in compliance in with and since the Applicable Date have complied with: (A) the provisions of the U.S. Foreign Corrupt Practices Act of 1977, as amended (15 U.S.C. § 78dd-1, et seq.) (“FCPA”) to the extent applicable to the Company, its Subsidiaries and such officers, directors, employees and agents, and (B) the provisions of applicable anti-bribery, anti-corruption and anti-money laundering Laws of each jurisdiction in which the Company and its Subsidiaries operate or have operated. Since the Applicable Date, to the Knowledge of the Company, the Company, its Subsidiaries and/or their respective officers, directors, employees and agents have not paid, offered or promised to pay, or authorized or ratified the payment, directly or indirectly, of any monies or anything of value to any national, provincial, municipal or other Government Official or any political party or candidate for political office for the purpose of corruptly influencing any act or decision of such official or of the government to obtain or retain business, or direct business to any person or to secure any other improper benefit or advantage, in each case in violation of any of the FCPA or any Laws described in clause (B). (ii) The Company and its Subsidiaries have instituted and maintain policies and procedures reasonably designed to ensure compliance with the FCPA and other anti-bribery, anti-corruption and anti-money laundering Laws in each jurisdiction in which the Company and its Subsidiaries operate. (iii) Neither the Company nor any of its Subsidiaries are subject to any actual, pending civil, criminal, or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings, demand letters, settlements, or enforcement actions, or made any voluntary disclosures to any Governmental Entity, involving the Company or any of its Subsidiaries relating to the FCPA or any other anti-bribery, anti-corruption or anti-money laundering Laws

  • Transfer of Licenses Lessee shall use reasonable efforts (i) to transfer to Lessor or Lessor’s nominee all licenses, operating permits and other governmental authorizations and all contracts, including contracts with governmental or quasi-governmental entities, that may be necessary for the operation of the Hotel (collectively, “Licenses”), or (ii) if such transfer is prohibited by law or Lessor otherwise elects, to cooperate with Lessor or Lessor’s nominee in connection with the processing by Lessor or Lessor’s nominee of any applications for, all Licenses; provided, in either case, that the costs and expenses of any such transfer or the processing of any such application shall be paid by Lessor or Lessor’s nominee.

  • Xxxxx of License Georgia Institute of Technology shall grant the Student a limited, nonexclusive, nontransferable and revocable license to use and occupy an assigned space in a Georgia Institute of Technology facility in accordance with the terms and conditions of this Contract (the “License”). The parties to this Contract do not intend that an estate, a tenancy or any other interest in property should pass from Georgia Institute of Technology to Student. Instead, it is the intention of the parties that the relationship between Georgia Institute of Technology and Student be that of licensor and licensee and the sole right of Student to use the assigned space as a living unit shall be based upon the License granted in this Contract.

  • Compliance with Laws; Licenses and Permits (a) The Transferred Subsidiaries, the Business, the Business Real Property and, with respect to the Business, Sellers and Controlled Affiliates are, and to the Knowledge of Sellers, the Joint Venture is, and for the past three (3) years have been, in compliance in all material respects with all applicable Laws. (b) Section 2.12(b) of the Seller Disclosure Letter sets forth a true and complete list of all Permits (other than PMAs and DERs) primarily relating to, or used or held for use in the operation or conduct of, or in connection with, the Business as conducted as of the date hereof, including special use or conditional use Permits relating to zoning requirements (collectively, the “Business Permits”) that are material to the Business, and the legal owner of such Business Permits; provided, that all FAA certificates and aviation certificates issued by any foreign equivalent Governmental Authority shall be deemed to be material to the Business for purposes of this Section 2.12(b). The Business Permits set forth in Section 2.12(b) of the Seller Disclosure Schedule represent all material Permits necessary for the lawful conduct of the Business as conducted as of the date hereof. The Business Permits are valid and in full force and effect, neither Sellers, their Controlled Affiliates, nor any of the Transferred Subsidiaries are or have during the past three (3) years been in default under the Business Permits, and no suspension, revocation, cancellation or material modification of any Business Permit is pending or, to the Knowledge of Sellers, has been threatened, except for any default pursuant to any such Business Permit or proceeding to suspend, revoke, cancel or modify any such Business Permit as would not, individually or in the aggregate, be (or reasonably be expected to be) material to the Business, taken as a whole. (c) Since April 1, 2018, none of the Transferred Subsidiaries, the Business or, with respect to the Business, Sellers or any other Controlled Affiliates thereof, any of their respective officers, directors, employees, or, to the Knowledge of Sellers, other representatives or agents, in each case, with respect to the Business, or, to the Knowledge of Sellers, the Joint Venture, has taken any action in violation of the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, all Laws enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions and all other applicable Laws relating to bribery, corruption, kick-backs or other improper or unlawful payments (regardless of the form, whether in money, property, services or otherwise) (collectively, “Anti-Corruption and Anti-Bribery Laws”). For purposes of this Section 2.12(c), “Knowledge of the Sellers” means the actual knowledge or awareness of a high probability of the existence of such circumstance, unless the individual actually believes that such circumstance does not exist, as of the Business Day prior to the date hereof, of the individuals set forth on Section 9.1(d) of the Seller Disclosure Letter.

  • Possession of Licenses and Permits The Company and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, "Governmental Licenses") issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them; the Company and its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

  • Other Licenses Nothing contained in this Agreement shall be construed as conferring by implication, estoppel or otherwise upon either Party any license or other right except the licenses and rights expressly granted under this Agreement.

  • Compliance with Laws, Contracts, Licenses, and Permits The Borrower and the Guarantors will, and will cause each of their respective Subsidiaries to, and, to the extent permitted by the terms of the Leases, will cause the Operators of the Pool Properties to, comply in all respects with (i) all Applicable Laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement, limited liability company agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees, orders, and judgments, and (v) all licenses and permits required Applicable Laws for the conduct of its business or the ownership, use or operation of its properties, except where failure so to comply with either clause (i) or (v) would not result in the material non-compliance with the items described in such clauses. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that the Borrower, any Guarantor or their respective Subsidiaries may fulfill any of its obligations hereunder, the Borrower, such Guarantor or such Subsidiary will promptly take or cause to be taken all steps necessary to obtain such authorization, consent, approval, permit or license and furnish the Agent and the Lenders with evidence thereof. The Borrower shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent in writing in the event that the Borrower shall determine that any investors in the Borrower are in violation of such act.

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