Transferred Permits. All Transferred Permits are validly held by Seller or the Selling Affiliates, and Seller or the applicable Selling Affiliate has complied in all material respects with all terms and conditions thereof, except for any such invalidity or non-compliance that would not be reasonably likely to have a Material Adverse Effect. During the past three (3) years, none of Seller or the Selling Affiliates has received written notice of any suit, action or proceeding relating to the revocation or modification of any Transferred Permit the loss of which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect.
Transferred Permits. All of the Transferred Permits required to be transferred as of the Closing shall have been so transferred, shall be in full force and effect, and shall be in form and substance satisfactory to PacifiCorp in its discretion.
Transferred Permits. Except as set forth on Section 4.07 of the Seller Disclosure Schedule, all Transferred Permits are in full force and effect and are validly held by Seller or the Selling Affiliates, and Seller or the Selling Affiliates have complied with all terms and conditions thereof, except for any such invalidity or non-compliance that would not be reasonably likely to have a Material Adverse Effect. All fees and charges due and payable with respect to such Permits as of the date hereof have been paid in full. Except as set forth on Section 4.07 of the Seller Disclosure Schedule or as individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect, no event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse or limitation of any Transferred Permit.
Transferred Permits. Purchaser shall be satisfied that all Transferred Permits will be transferred to Purchaser or obtained by Purchaser effective as of or promptly after the Closing.
Transferred Permits. Sellers shall have taken all actions to properly transfer to Purchaser their interest in the Transferred Permits, and Sellers' interests in the Transferred Permits listed on Part C of Schedule IV shall have been transferred to Purchaser. None of the Transferred Permits shall be subject to any conditions or stipulations that did not exist as of the Effective Date which could reasonably be expected to have an adverse effect on Purchaser or the ownership, operation or maintenance of the Facility or the Real Property.
Transferred Permits. During the past three (3) years, Parent has not received written notice of any suit, action or proceeding relating to the revocation or modification of any Transferred Permit the loss of which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect.
Transferred Permits. Subject to Section 2.7 hereof, during the ------------------- period prior to the Closing, Seller and Buyer shall use commercially reasonable efforts, and shall cooperate with each other, to secure any consents and approvals of any Governmental Body required to be obtained by them in order to assign or transfer any Governmental Permits to Buyer to permit the consummation of the transactions contemplated by this Agreement, or to otherwise satisfy the conditions set forth in Sections 8.3 and 9.3 hereof; provided, that Seller shall not make any agreement or understanding affecting the Purchased Assets or the Operations as a condition for obtaining any such consents or approvals without the prior written consent of Buyer, which consent shall not be unreasonably withheld.
Transferred Permits. As of the Closing Date, Seller and its Affiliates are in possession of all Permits necessary to permit them to conduct the Program as presently conducted or presently proposed to be conducted by Seller, and all Transferred Permits are validly held by Seller or its Affiliates and in full force and effect. Seller and all of its Affiliates transferring Acquired Assets to Purchaser hereunder have complied with all terms and conditions thereof, except for any such invalidity or non-compliance which is not, individually or in the aggregate, material to the Acquired Assets, the Product or the Program. There has not occurred any material violation of, default (with or without notice or lapse of time or both) under, or event giving to others any right of termination, amendment or cancellation of, with or without notice or lapse of time or both, any Transferred Permit. During the past [***], none of Seller or its Affiliates has received written notice of any pending or threatened claim, suit, action, proceeding, hearing, enforcement, audit, investigation, arbitration, or other action from the FDA or Governmental Entity relating to the revocation or modification of any Transferred Permit the loss of which, individually or in the aggregate, would be material to the Acquired Assets, the Product or the Program, and to the knowledge of Seller, no event has occurred that would reasonably be expected to result in the revocation, cancellation, non-renewal or material adverse modification of any Transferred Permit. Except as set forth on Section 3.05 of the Seller Disclosure Schedule, no consent or approval is required in connection with any Transferred Permit prior to or in connection with effecting the transaction contemplated in this Agreement. All applications that are required to have been filed for the renewal or upkeep of any Transferred Permit has been duly filed on a timely basis, or with appropriate extensions, each with the appropriate Governmental Entity and all fees or other amounts required to be paid in connection therewith have been paid to the appropriate Governmental Entity.
Transferred Permits. Schedule 2.1
(i) hereto lists all Transferred Permits used in connection with the Defense Business and transferable to the Buyer hereunder. The Transferred Permits are in full force and effect and no suspension or cancellation of any such Transferred Permit has been threatened.
Transferred Permits. All Permits (collectively, the "Transferred Permits") All of the foregoing are referred to herein collectively as the "Purchased Contracts and Permits." Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any contract or Permit or any claim or right or any benefit or obligation thereunder or resulting therefrom if an assignment thereof, without the consent of a third party thereto, would constitute a breach or violation thereof and if such a consent is not obtained at or prior to the Closing.
