Governmental Authorizations; Compliance with Laws. (1) Up to the Closing, Parent is currently in compliance with, and has complied with, and Parent has conducted any business previously owned or operated by it in compliance with, all applicable laws, orders, rules and regulations of all Governmental Entities, including applicable Securities Laws and regulations and environmental laws and regulations, except where such noncompliance has and will have, in the aggregate, no Material Adverse Effect on Parent.
Governmental Authorizations; Compliance with Laws. (a) To the Companies’ knowledge, the Companies have obtained and maintain in full force and effect all material Governmental Authorizations required to substantially conduct the Business of the Companies as it is presently being conducted, and for the lawful ownership, leasing, use and operation of their respective properties and assets, in each case, except for such Governmental Authorizations the failure to have, obtain or maintain are not material to the ability of CCR to perform its obligations hereunder and are not reasonably likely to prohibit or materially restrict or delay the consummation of the transactions contemplated hereby. To the Companies’ knowledge, there has occurred no material violation of or default under any such Governmental Authorization. To the Companies’ knowledge, none of the Companies has received a currently effective written notice, or has knowledge of any other notice, indicating that any such Governmental Authorizations will be revoked or will not be renewed or will only be renewed in a manner that would prohibit or materially restrict the Companies from conducting their material operations in the ordinary course of business consistent with past practice.
Governmental Authorizations; Compliance with Laws. (1) Up to the Closing, RTC is currently and has complied with, and RTC has conducted any business previously owned or operated by it in compliance with, all applicable laws, orders, rules and regulations of all Governmental Entities and agencies, including applicable securities laws and regulations and environmental laws and regulations.
Governmental Authorizations; Compliance with Laws. (a) All of the Permits known to Seller are either specifically disclosed in the Environmental Reports or are set forth in Schedule 4.1.7 attached hereto. Except as set forth in Schedule 4.1.7, the Seller holds all of the Permits, and no other licenses, certificates, permits, authorizations, franchises, approvals or rights issued by any governmental authority, federal, provincial, state, municipal, local or foreign, are necessary for the lawful operation of the Business as presently conducted. Except as set forth in Schedule 4.1.7, the Permits are in full force and effect, and no violations of any of the Permits have occurred or, to the knowledge of the Seller, have been alleged to have occurred. Furthermore, no proceedings are pending or, to the knowledge of the Seller, threatened, that would have the effect of revoking or limiting or affecting the transfer or renewal of any of the Permits. The Permits are not subject to any restrictions or conditions that would limit the ability of the Buyer to conduct the Business after the Closing Date as presently conducted. The Seller has delivered to the Buyer true and complete copies of each of the Permits.
Governmental Authorizations; Compliance with Laws. To the best of Seller's knowledge, except as set forth on Schedule 3.1.5, Seller has not received written notice that it is in violation of or is in default under: (a) any governmental licenses, franchises, permits, approvals and other governmental authorizations, other than those the absence of which would not have a Material Adverse Effect, which are necessary to entitle Seller to own or lease, operate and use its assets and properties and to conduct its business as now conducted (the "Governmental Authorizations"); (b) any judgment, order or decree of any court or administrative agency applicable to it; or (c) any law, rule or regulation applicable to it; which could reasonably be expected to result in any liability on the part of Seller which would have a Material Adverse Effect.
Governmental Authorizations; Compliance with Laws. To the best of Buyer's knowledge, except as set forth on Schedule 3.2.5, neither Buyer nor Buyer's Parent has received written notice that either of them is in violation of or is in default under: (a) any governmental licenses, franchises, permits, approvals and other governmental authorizations, other than those the absence of which would not have a Material Adverse Effect, which are necessary to entitle Buyer or Buyer's Parent to own or lease, operate and use its assets and properties and to conduct its business as now conducted; (b) any judgment, order or decree of any court or administrative agency applicable to either of them; or (c) any law, rule or regulation applicable to it; which could reasonably be expected to result in any liability on the part of Buyer or Buyer's Parent which would have a material adverse effect representing a material adverse change in the business or financial condition of Buyer or Buyer's Parent.
Governmental Authorizations; Compliance with Laws. Seller has not received written notice that it is in violation of or is in default under: (i) any governmental licenses, franchises, permits, approvals and other governmental authorizations that are necessary to entitle Seller to own or lease, operate and use its assets and properties and to conduct the Business as now conducted; (ii) any judgment, order or decree of any court or administrative agency applicable to it; or (iii) any law, rule or regulation applicable to it; which could reasonably be expected to result in any liability on the part of Seller.
Governmental Authorizations; Compliance with Laws. MergerCo has all material governmental licenses, permits, approvals and other governmental authorizations necessary to permit the operation of the business of MergerCo, as presently conducted. MergerCo is in compliance with all applicable laws, regulations, orders, judgments and decrees, except where the failure to be in such compliance would not have a material adverse effect on the business, financial condition or results of operations of MergerCo.
Governmental Authorizations; Compliance with Laws. (a) The Company has operated, and continues to operate, its business in compliance with all applicable French and foreign (as the case may be) laws, orders, statutes, treaties, decrees, and regulations, including, without limitation, those relating to the manufacture, distribution, sale, import, export, marketing, and/or advertisement of pharmaceutical and medical products.
Governmental Authorizations; Compliance with Laws. (a) The Company and each Subsidiary owns, holds or possesses in its own name, all governmental licenses, franchises, permits, approvals and other governmental authorizations, other than those the absence of which could reasonably be expected to have a Material Adverse Effect (collectively, "GOVERNMENTAL AUTHORIZATIONS"), which are necessary to entitle it to use its corporate name, to own or lease, operate and use its assets and properties and to carry on and conduct its business and operations as presently conducted. All such Governmental Authorizations, and the relevant issuing agency, are listed on SCHEDULE 4.1.10 hereto. Each Governmental Authorization listed on SCHEDULE 4.1.10 is valid, subsisting and in full force and effect and, to the best of the Company's knowledge, no suspension or cancellation of any such Governmental Authorization is pending or threatened and there is no basis for believing that any such Governmental Authorization subject to renewal will not be renewed upon expiration.
