Licenses and Permits; Compliance with Laws. Except as set forth in Section 3.14 of the Disclosure Letter, the Company holds all franchises, permits, licenses, variances, exemptions, orders and approvals of all governmental entities which are material to the operation of the Company's business and is in compliance with the terms thereof. The Company has complied with and is not in any default under (and has not been charged with or received notice with respect to, nor is threatened with or under investigation with respect to, any charge concerning any violation of any provision of) any federal, state or local law, regulation, ordinance, rule or order (whether executive, judicial, legislative or administrative) or any order, writ, injunction or decree of any court, agency or instrumentality and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failures to comply.
Licenses and Permits; Compliance with Laws. (a) The Company owns or possesses all material Licenses and Permits, and has made all material filings, applications and registrations with all Governmental Authorities necessary for the conduct of the FS Business as currently conducted and as currently contemplated by the Company to be conducted, and all such Licenses and Permits are in full force and effect.
(b) No loss of any such material Licenses and Permits is pending in any Proceeding or, to the Knowledge of the Company, has been threatened by a Governmental Authority, except for normal expirations in accordance with the terms thereof or applicable Law and all such Licenses and Permits may be transferred to the Buyer or its Subsidiaries.
(c) The Company has complied with (A) all terms and conditions of the Licenses and Permits and (B) all Laws applicable to the operation of the FS Business and ownership or use of the Transferred Assets, and the Company has not received any notice of any pending Proceeding alleging facts which, if true, would constitute a failure to comply with either (A) or (B) of this Section 4.11(c).
(d) There are no (A) unresolved violations, criticisms or exceptions noted by any Governmental Authority in any report, comment letter or other statement relating to or based on any examinations of the FS Business or, with respect to the FS Business or the Transferred Assets or the Company or (B) written agreements, memoranda of understanding, commitment letters or similar undertakings to which the FS Business or, with respect to the FS Business and the Transferred Assets, the Company is a party, or Orders from, or any resolution adopted at the request of, any Governmental Authority.
(e) Neither the Company or any of its Subsidiaries (a) is subject to regulation, supervision or examination by any state or Federal depository institution regulatory agency or department, (b) is subject to regulation or examination under the provisions of Section 7 of the Bank Service Corporation Act, 12 USC 1867, or (c) has been examined by any Federal depository institution regulatory agency and received notice that the results of such examination were less than satisfactory in any material respects.
Licenses and Permits; Compliance with Laws. The Company and the Company Subsidiaries hold all material permits, licenses, approvals, certificates, accreditations and other authorizations from all Governmental Entities (collectively, the “Permits”) necessary for the Company and the Company Subsidiaries to own, lease and operate their respective properties and to carry on their respective businesses as now being conducted, except for Permits the failure of which to obtain in the aggregate would not reasonably be expected to have a Company Material Adverse Effect. The businesses of the Company and the Company Subsidiaries are being conducted in all material respects in compliance with all applicable Laws (other than Environmental Laws, which are addressed in Section 3.16; and ERISA and Laws related to employee matters, which are addressed in Sections 3.13 and 3.15), Permits and other authorization of Governmental Entities. As of the date hereof, no notices have been received by, and no claims have been filed against, the Company or any Company Subsidiary alleging a violation of such Laws.
Licenses and Permits; Compliance with Laws. Company holds all franchises, permits, licenses, variances, exemptions, orders and approvals of all governmental entities which are material to the operation of Company's business and is in compliance with the terms thereof. Company has complied with and is not in any default under (and has not been charged with or received notice with respect to, nor is threatened with or under investigation with respect to, any charge concerning any violation of any provision of) any federal, state or local law, regulation, ordinance, rule or order (whether executive, judicial, legislative or administrative) or any order, writ, injunction or decree of any court, agency or instrumentality and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failures to comply.
Licenses and Permits; Compliance with Laws. Except as set forth in Schedule 3.9:
(a) Set forth on Schedule 3.9
(a) is a true and complete list of all permits, licenses and approvals (none of which has been modified or rescinded and all of which are in full force and effect) from all Governmental Entities held by the Company ("Company Permits"), except in each case for Company Permits whose absence or revocation would not individually or in the aggregate have a Company Material Adverse Effect (all of the foregoing, which are denoted by an asterisk on Schedule 3.9(a), being referred to herein collectively as the "Key Company Permits"); provided, however, that Schedule 3.9(a) shall not be required to include a list of Company Permits for Very Small Aperture Terminals (VSATs). The Key Company Permits listed on Schedule 3.9(a) include, without limitation, all Key Company Permits (i) issued by the FCC to the Company or any Company Subsidiary, (ii) authorizing the construction, launch or operation in their assigned orbital locations of Company Satellites (as defined below) or construction and operation of Company Ground Stations (as defined below), including without limitation the agreement with the Republic of the Xxxxxxxx Islands and the license granted by the Federal Republic of Germany, and (iii) issued to the Company or any Company Subsidiary by Governmental Entities that regulate broadcasting or communications services, authorizing the Company or the Company Subsidiaries to provide broadcasting or communications services. The parties acknowledge that (i) the approval for the Orion 2 satellite is a conditional approval subject to the conditions described in the orders and agreements relating thereto and (ii) the approval for the Orion 3 satellite results from an agreement with the Republic of the Xxxxxxxx Islands (and no further regulatory approvals from the Republic of the Xxxxxxxx Islands are necessary for such construction, launch and operation of the Orion 3 satellite). Schedule 3.9(a) also sets forth a true and complete list of all Company Permits issued by the FCC, the Xxxxxxxx Islands or the Federal Republic of Germany (including applications therefor) which are not Key Company Permits or VSATs ("Other Permits"). To the best of the Company's knowledge, the Other Permits are in full force and effect or, in the case of applications therefor, the Company knows of no reason why the same should not be granted. Schedule 3.9(a) also sets forth a true and complete list of all pending applications for C...
Licenses and Permits; Compliance with Laws. The Companies hold all governmental permits, licenses, authorizations, consents and approvals necessary for the Companies to own, lease, and operate their respective Properties and to operate their respective businesses as now being conducted (collectively, the "Permits"), except for Permits the failure of which to obtain is not reasonably likely to have a Material Adverse Effect. None of the Permits has been modified in any way that is reasonably likely to have a Material Adverse Effect. All Permits are in full force and effect except where the failure to be in full force and effect is not reasonably likely to have a Material Adverse Effect. Each Company is in material compliance with all applicable statutes, laws, ordinances, rules, orders and regulations of any Governmental Authority in all jurisdictions in which it is presently doing business, and each Company will comply with all such laws and regulations which may be imposed in the future in jurisdictions in which it may then be doing business, in each case other than those the non-compliance with which would not (individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. There does not exist any judgment, order or injunction prohibiting or imposing material adverse conditions upon the performance by any Obligor of its obligations under the Credit Documents and all applicable laws.
Licenses and Permits; Compliance with Laws. Contractor represents and warrants to City that Contractor and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to provide services pursuant to this agreement. In addition to the foregoing, Contractor and any subcontractors shall obtain and maintain during the term of this Agreement a valid business license from City and a copy of the license shall be included with the original signed contract.
Licenses and Permits; Compliance with Laws. The Companies hold all governmental permits, licenses, authorizations, consents and approvals necessary for the Companies to own, lease, and operate their respective Properties and to operate their respective businesses as now being conducted (collectively, the "Permits"), except for Permits the failure of which to obtain is not reasonably likely to have a Material Adverse Effect. None of the Permits has been modified in any way that is reasonably likely to have a Material Adverse Effect. All Permits are in full force and effect except where the failure to be in full force and effect is not reasonably likely to have a Material Adverse Effect. The businesses of the Companies are not being conducted in violation of any applicable law, statute, ordinance, regulation, judgment, Permits, order, decree, concession, grant or other authorization of any governmental entity, except for violations that are not reasonably likely to have a Material Adverse Effect. There does not exist any judgment, order or injunction prohibiting or imposing material adverse conditions upon the Transactions, or the performance by any Company of any of its material obligations under the Credit Documents.
Licenses and Permits; Compliance with Laws. The Company and its subsidiaries (i) possess, and are operating in compliance in all material respects with, all licenses, certificates, permits and other authorizations, registrations, approvals and clearances issued by the appropriate U.S. federal, state or non-U.S. regulatory authorities (including the United States Food and Drug Administration) necessary to conduct their respective businesses, except where the failure to operate in compliance with or possess such licenses, certificates, permits and other authorizations, registrations, approvals and clearances would not reasonably be expected to have a Material Adverse Effect, and none of the Company or its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit that, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect, except as set forth in or contemplated in the Registration Statement, the Pricing Disclosure Package and the Prospectus (exclusive of any amendment or supplement thereto); and (ii) the Company and each of its subsidiaries is in compliance in all material respects with all applicable federal, state, local and foreign laws, regulations, orders and decrees, except where noncompliance with such laws, regulations, orders and decrees would not reasonably be expected to have a Material Adverse Effect, and has not received any communications from any United States Food and Drug Administration (the “FDA”) and such other federal, state, local or provincial governmental authorities having jurisdiction over the Company, its subsidiaries or any of their products or business operations (each a “Governmental Authority”) asserting noncompliance with any such laws, regulations, orders or decrees applicable to the manufacture, processing, storage, labeling, sale, marketing or transportation of the Company or its subsidiaries’ products, except where such noncompliance with such laws, regulations, orders or decrees would not reasonably be expected to have a Material Adverse Effect.
Licenses and Permits; Compliance with Laws. Each Target Corporation holds all permits, licenses and approvals (collectively, the "Permits") from all Federal, state and local governmental authorities necessary for it to own, lease and operate its properties and to carry on its businesses as now being conducted, and no such Permit has been rescinded and all such Permits are in full force and effect and are listed on Schedule 3.5, except for such Permits the failure of which to hold would not reasonably be expected to have, either singly or in the aggregate, a Target Corporation Material Adverse Effect. The business of each Target Corporation is being and has been conducted in compliance with the Permits and all applicable laws, statutes, ordinances, regulations, judgments, orders, decrees, concessions, grants and other authorizations of any governmental authority, except for such failures that would not reasonably be expected to have, either singly or in the aggregate, a Target Corporation Material Adverse Effect. Neither Target Corporation is in default in any material respect under any of such Permits and no event has occurred and no condition exists which, with the giving of notice, the passage of time, or both, would constitute a default thereunder, except where such default would not reasonably be expected to have, either singly or in the aggregate, a Target Corporation Material Adverse Effect. Neither the execution and delivery of this Agreement nor any of the other documents contemplated hereby nor the consummation of the transactions contemplated hereby or thereby nor compliance by each Stockholder and each Target Corporation with any of the provisions hereof or thereof will result in any suspension, revocation, impairment, forfeiture or nonrenewal of any Permit, except for such Permits the loss or impairment of which would not reasonably be expected to have, either singly or in the aggregate, a Target Corporation Material Adverse Effect. Neither Target Corporation presently provides any services that would require that Target Corporation to obtain any authorization or make any registration in any foreign country.
