Common use of All Necessary Permits, etc Clause in Contracts

All Necessary Permits, etc. The Company and the Subsidiaries possess such valid and current certificates, authorizations, licenses, registrations and permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses, except for those which the failure to possess, individually or in the aggregate, could not result in a Material Adverse Change, and neither the Company nor any such subsidiary has received any notice of proceedings relating to the revocation or modification of, or noncompliance with, any such certificate, authorization, license, registration or permit which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Change.

Appears in 10 contracts

Samples: Sales Agreement (First Potomac Realty Trust), Sales Agreement (First Potomac Realty Trust), Sales Agreement (First Potomac Realty Trust)

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All Necessary Permits, etc. The Company and the Subsidiaries each subsidiary possess such valid and current certificates, authorizations, licenses, registrations and licenses or permits issued by the appropriate state, local, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses, except for those which the failure to possessas would not, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Change, and neither the Company nor any such subsidiary has received any notice of proceedings relating to the revocation or modification of, or noncompliance non-compliance with, any such certificate, authorization, license, registration license or permit which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have reasonably be expected to result in a Material Adverse Change.

Appears in 8 contracts

Samples: Terms Agreement (Sabra Health Care REIT, Inc.), Terms Agreement (Sabra Health Care REIT, Inc.), Terms Agreement (Sabra Health Care REIT, Inc.)

All Necessary Permits, etc. The Except as otherwise disclosed in the Offering Memorandum, the Company and the Subsidiaries each subsidiary possess such valid and current licenses, certificates, authorizations, licenses, registrations and authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses, except for those which where the failure to possess, individually or in possess the aggregate, could same would not reasonably be expected to result in a Material Adverse Change, and neither the Company nor any such subsidiary has received any notice of proceedings relating to the revocation or modification of, or noncompliance non-compliance with, any such license, certificate, authorization, license, registration authorization or permit which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have reasonably be expected to result in a Material Adverse Change.

Appears in 6 contracts

Samples: Purchase Agreement (Scotts Miracle-Gro Co), Purchase Agreement (Scotts Miracle-Gro Co), Purchase Agreement (Scotts Miracle-Gro Co)

All Necessary Permits, etc. The Except as otherwise disclosed in the Prospectus, the Company and each subsidiary and the Subsidiaries Guarantor possess such valid and current certificates, authorizations, licenses, registrations and licenses or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses, except for those which the failure to possess, individually or in the aggregate, could not result in a Material Adverse Change, and neither the Company nor any such subsidiary of its subsidiaries nor the Guarantor has received any notice of proceedings relating to the revocation revocation, suspension, termination, impairment or modification of, or noncompliance non-compliance with, any such certificate, authorization, license, registration license or permit which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have result in a Material Adverse Change.

Appears in 6 contracts

Samples: Underwriting Agreement (Onemain Finance Corp), Underwriting Agreement (OneMain Holdings, Inc.), Underwriting Agreement (Onemain Finance Corp)

All Necessary Permits, etc. The Company and the Subsidiaries each subsidiary possess such valid and current certificates, authorizations, licenses, registrations and licenses or permits issued by the appropriate state, local, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses, except for other than those which the failure to possess, individually possess or in the aggregate, could own has not and would not reasonably be expected to result in a Material Adverse Change, and neither the Company nor any such subsidiary has received any notice of proceedings relating to the revocation or modification of, or noncompliance non-compliance with, any such certificate, authorization, license, registration license or permit which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have reasonably be expected to result in a Material Adverse Change.

Appears in 6 contracts

Samples: Equity Distribution Agreement (Applied Optoelectronics, Inc.), Equity Distribution Agreement (Applied Optoelectronics, Inc.), Equity Distribution Agreement (Applied Optoelectronics, Inc.)

All Necessary Permits, etc. The Company and the Subsidiaries each Subsidiary possess such valid and current certificates, authorizations, licenses, registrations and authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to own, lease and operate its properties and to conduct their respective businesses, except for those which where the failure so to possesspossess would not, individually or in the aggregate, could not result in a Material Adverse Change, and neither the Company nor any such subsidiary Subsidiary has received any notice of proceedings relating to the revocation or modification of, or noncompliance non-compliance with, any such certificate, authorization, license, registration authorization or permit which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have result in a Material Adverse Change.

Appears in 4 contracts

Samples: Purchase Agreement (Tempur Pedic International Inc), Purchase Agreement (Tempur Sealy International, Inc.), Purchase Agreement (Tempur Sealy International, Inc.)

All Necessary Permits, etc. The Company and the Subsidiaries each subsidiary possess such valid and current licenses, certificates, authorizations, licenses, registrations and authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses, businesses except for those which where the failure to possesspossess such licenses, individually certificates, authorizations or in the aggregate, permits that could not reasonably be expected to result in a Material Adverse ChangeEffect, and neither the Company nor any such subsidiary has received any notice of proceedings relating to the revocation or modification of, or noncompliance non-compliance with, any such certificate, authorization, license, registration authorization or permit which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have could result in a Material Adverse ChangeEffect.

Appears in 4 contracts

Samples: Underwriting Agreement (MWI Veterinary Supply, Inc.), Underwriting Agreement (MWI Veterinary Supply, Inc.), Underwriting Agreement (MWI Veterinary Supply, Inc.)

All Necessary Permits, etc. The Company and the Subsidiaries possess such valid and current certificates, authorizations, licenses, registrations and permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses, except for those which the failure to possess, individually or in the aggregate, could not result in a Material Adverse Change, and neither the Company nor any such subsidiary Subsidiary has received any notice of proceedings relating to the revocation or modification of, or noncompliance with, any such certificate, authorization, license, registration or permit which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Change.

Appears in 4 contracts

Samples: Lock Up Agreement (First Potomac Realty Trust), Note Purchase Agreement (First Potomac Realty Trust), Underwriting Agreement (First Potomac Realty Trust)

All Necessary Permits, etc. The Company and the Subsidiaries each subsidiary possess such valid and current certificates, authorizations, licenses, registrations and authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to own, lease and operate its properties and to conduct their respective businesses, except for those which where the failure to possessso possess would not, individually or in the aggregate, could not result in a Material Adverse Change, and neither the Company nor any such subsidiary has received any notice of proceedings relating to the revocation or modification of, or noncompliance non-compliance with, any such certificate, authorization, license, registration authorization or permit which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have result in a Material Adverse Change.

Appears in 3 contracts

Samples: Purchase Agreement (Kemet Corp), Purchase Agreement (Kemet Corp), Purchase Agreement (Kemet Corp)

All Necessary Permits, etc. The Company and the Subsidiaries each subsidiary possess such valid and current certificates, authorizations, licenses, registrations and authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses, except for those such certificates, authorizations or permits which the failure to possess, individually or in the aggregate, could obtain would not reasonably be expected to result in a Material Adverse Change, and neither the Company nor any such subsidiary has received received, or has any reason to believe that it will receive, any notice of proceedings relating to the revocation or modification of, or noncompliance non-compliance with, any such certificate, authorization, license, registration authorization or permit which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have could result in a Material Adverse Change.

Appears in 2 contracts

Samples: Underwriting Agreement (Avanir Pharmaceuticals, Inc.), Underwriting Agreement (Avanir Pharmaceuticals, Inc.)

All Necessary Permits, etc. The Company and the Subsidiaries each subsidiary possess such valid and current licenses, certificates, authorizations, licenses, registrations and authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses, except for those which where the failure to possesspossess such licenses, individually certificates, authorizations or in the aggregate, could permits would not result in reasonably be expected to have a Material Adverse Change, and neither Effect. Neither the Company nor any such subsidiary has received any notice of proceedings relating to the revocation or modification of, or noncompliance non-compliance with, any such certificate, authorization, license, registration authorization or permit which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse ChangeEffect.

Appears in 2 contracts

Samples: Purchase Agreement (CBIZ, Inc.), CBIZ, Inc.

All Necessary Permits, etc. The Company and the Subsidiaries its subsidiary possess such valid and current licenses, certificates, authorizations, licenses, registrations and authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies (including, without limitation, any insurance regulatory agencies or bodies), necessary to conduct their respective businesses, businesses except for those which where the failure to possess, individually hold such permit or in the aggregate, could obtain such authorization would not result in a Material Adverse Change, and neither the Company nor any such its subsidiary has received any notice of proceedings relating to the revocation or modification of, or noncompliance non-compliance with, any such certificate, authorization, license, registration authorization or permit which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have could result in a Material Adverse Change.

Appears in 2 contracts

Samples: Underwriting Agreement (RAM Holdings Ltd.), Underwriting Agreement (RAM Holdings Ltd.)

All Necessary Permits, etc. The Company and the Subsidiaries each Subsidiary possess such valid and current certificates, authorizationsauthorizations or permits (collectively, licenses, registrations and permits the “Permits”) issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses, except for those which where the failure to possess, individually own or in the aggregate, could otherwise possess such Intellectual Property Rights would not result in a Material Adverse Change, and neither the Company nor any such subsidiary Subsidiary has received any notice of proceedings relating to the revocation or modification of, or noncompliance non-compliance with, any such certificate, authorizationauthorization or permit, license, registration or permit which, individually which singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have result in a Material Adverse Change.

Appears in 2 contracts

Samples: Purchase Agreement (Coinstar Inc), Purchase Agreement (Outerwall Inc)

All Necessary Permits, etc. The Company and the Subsidiaries each subsidiary possess such valid and current certificates, authorizations, licenses, registrations and authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to own, lease and operate its properties and to conduct their respective businesses, except for those which where the failure to possesspossess or make the same would not, individually or in the aggregate, could not be reasonably expected to result in a Material Adverse Change, ; and neither the Company nor any such subsidiary has received any notice of proceedings relating to the revocation or modification of, or noncompliance with, any such certificate, authorization, license, registration authorization or permit which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have result in a Material Adverse Change.

Appears in 2 contracts

Samples: Purchase Agreement (Salem Media Group, Inc. /De/), Exchange, Purchase and Sale Agreement (Salem Media Group, Inc. /De/)

All Necessary Permits, etc. The Company and the Subsidiaries each subsidiary possess such valid and current certificates, authorizations, licenses, registrations and authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses, except for those which where the failure to possesspossess certificates, individually authorizations or in the aggregate, could permits would not result in a Material Adverse Change, and neither the Company nor any such subsidiary has received received, or has any reason to believe that it will receive, any notice of proceedings relating to the revocation or modification of, or noncompliance non-compliance with, any such certificate, authorization, license, registration authorization or permit which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have could result in a Material Adverse Change.

Appears in 1 contract

Samples: Underwriting Agreement (Warren Resources Inc)

All Necessary Permits, etc. The Company and the Subsidiaries possess each subsidiary possesses such valid and current certificates, authorizations, licenses, registrations and authorizations or permits issued by the appropriate state, federal federal, foreign, EU or foreign French provincial, municipal or local regulatory agencies or bodies as are necessary to conduct their respective businessesbusinesses except where the lack of such certificate, except for those which the failure to possess, authorization or permit individually or in the aggregate, could aggregate would not result in have a Material Adverse ChangeEffect on the Company, and neither the Company nor any such subsidiary has received any notice of proceedings relating to the revocation or modification of, or noncompliance non-compliance with, any such certificate, authorization, license, registration certificate authorization or permit which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have result in a Material Adverse Change.

Appears in 1 contract

Samples: Securities Purchase Agreement (BVF Partners L P/Il)

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All Necessary Permits, etc. The Company and the Subsidiaries each subsidiary possess such valid and current certificates, authorizations, licenses, registrations and licenses or permits issued by the appropriate state, local, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses, except for those which the failure to possessas would not, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Change, and neither the Company nor any such subsidiary has received any notice of proceedings relating to the revocation or modification of, or noncompliance non-compliance with, any such certificate, authorization, license, registration license or permit which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have reasonably be expected to result in a Material Adverse Change.. (s)

Appears in 1 contract

Samples: Terms Agreement (Sabra Health Care REIT, Inc.)

All Necessary Permits, etc. The Company and the Subsidiaries each subsidiary possess such valid and current certificates, authorizations, licenses, registrations and authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to own, lease and operate its properties and to conduct their its respective businessesbusiness, except for those which where the failure to possesspossess or make the same could not reasonably be expected, individually or in the aggregate, could not result in to have a Material Adverse ChangeEffect, and neither the Company nor any such subsidiary has received any notice of proceedings relating to the revocation or modification of, or noncompliance non-compliance with, any such certificate, authorization, license, registration authorization or permit which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have result in a Material Adverse Change.

Appears in 1 contract

Samples: Purchase Agreement (VERRA MOBILITY Corp)

All Necessary Permits, etc. The Company and the Subsidiaries each subsidiary possess such valid and current certificates, authorizations, licenses, registrations and authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses, businesses except for those which where the failure to possessobtain or maintain any such certificate, authorization or permit would not, individually or in the aggregate, could not result in a Material Adverse Change, and neither the Company nor any such subsidiary has received any notice of proceedings relating to the revocation or modification of, or noncompliance non-compliance with, any such certificate, authorization, license, registration authorization or permit which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have result in a Material Adverse Change.

Appears in 1 contract

Samples: Underwriting Agreement (Nco Group Inc)

All Necessary Permits, etc. The Company and the Subsidiaries each subsidiary possess such valid and current certificates, authorizations, licenses, registrations and authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses, except for those which such certificates, authorizations and permits the failure to possessobtain which will not, individually or in the aggregate, could not result in a Material Adverse Change, Change and neither the Company nor any such subsidiary has received any notice of proceedings relating to the revocation or modification of, or noncompliance non-compliance with, any such certificate, authorization, license, registration authorization or permit which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have result in a Material Adverse Change.

Appears in 1 contract

Samples: Underwriting Agreement (Dycom Industries Inc)

All Necessary Permits, etc. The Company and the Subsidiaries each subsidiary possess such valid and current certificates, authorizations, licenses, registrations and authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to own, lease and operate its properties and to conduct their respective businesses, except for those which where the failure to possesspossess or make the same would not, individually or in the aggregate, could not be reasonably expected to result in a Material Adverse Change, ; and neither the Company nor any such subsidiary has received any notice of proceedings relating to the revocation or modification of, or noncompliance non-compliance with, any such certificate, authorization, license, registration authorization or permit which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have result in a Material Adverse Change.

Appears in 1 contract

Samples: Purchase Agreement (Salem Media Group, Inc. /De/)

All Necessary Permits, etc. The Company and the Subsidiaries each subsidiary possess such valid and current certificates, authorizations, licenses, registrations and authorizations or permits issued by the appropriate municipal, state, federal or foreign regulatory agencies or bodies necessary to own, lease and operate its properties and to conduct their respective businesses, except for those which the where their failure to possesspossess them would not, individually or in the aggregate, could not result in a Material Adverse Change, and neither the Company nor any such subsidiary has received any notice of proceedings relating to the revocation or modification of, or noncompliance non-compliance with, any such certificate, authorization, license, registration authorization or permit which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have result in a Material Adverse Change.

Appears in 1 contract

Samples: Purchase Agreement (Stewart Enterprises Inc)

All Necessary Permits, etc. The Company and the Subsidiaries each subsidiary possess such valid and current certificates, authorizations, licenses, registrations and authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses, except for those which where the failure to possesspossess such certificate, authorizations or permits would not, individually or in the aggregate, could not result in a Material Adverse Change, and neither the Company nor any such subsidiary has received any notice of proceedings relating to the revocation or modification of, or noncompliance non-compliance with, any such certificate, authorization, license, registration authorization or permit which, individually singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have could result in a Material Adverse Change.

Appears in 1 contract

Samples: Agreement (U S Restaurant Properties Inc)

All Necessary Permits, etc. The Company and the Subsidiaries possess possesses such valid and current certificates, authorizations, licenses, registrations and authorizations or permits issued by the appropriate federal, provincial, state, federal local or foreign regulatory agencies or bodies necessary to conduct their respective businessesits business, except for those which where the failure to possesspossess such certificates, authorizations or permits would not, individually or in the aggregate, could not result in a Material Adverse Change, and neither the Company has not received, nor has any such subsidiary has received reason to believe that it will receive, any notice of proceedings relating to the revocation or modification of, or noncompliance non-compliance with, any such certificate, authorization, license, registration authorization or permit which, individually singly or in the aggregate, if the subject of an unfavorable unfavourable decision, ruling or finding, would have could result in a Material Adverse Change.

Appears in 1 contract

Samples: Underwriting Agreement (Acasti Pharma Inc.)

All Necessary Permits, etc. The Company and the Subsidiaries each subsidiary possess such valid and current certificates, authorizations, licenses, registrations and authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to own, lease and operate its properties and to conduct their respective businesses, businesses except for those which any of the failure to possessforegoing that would not, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Change, and neither the Company nor any such subsidiary has received any notice of proceedings relating to the revocation or modification of, or noncompliance non-compliance with, any such certificate, authorization, license, registration authorization or permit which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have result in a Material Adverse Change.

Appears in 1 contract

Samples: Purchase Agreement (Conns Inc)

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