Licenses; Compliance. (a) Each of the Company and each Subsidiary is in possession of all Licenses (as defined in Article X) necessary for the Company or any Subsidiary to own, lease and operate its Assets or to carry on its business as it is now being conducted (the "COMPANY LICENSES"), except where the failure to possess any such Company License would not have a Company Material Adverse Effect. All Company Licenses are valid and in full force and effect through the respective dates indicated in the Company Disclosure Schedule, except for any such invalidity or failure to be in full force and effect that would not, alone or in the aggregate, have a Company Material Adverse Effect, and no suspension, cancellation, complaint, proceeding, order or investigation of or with respect to any Company License (or operations thereunder) is pending or, to the knowledge of the Company or any Subsidiary, threatened. Neither the Company nor any Subsidiary is in violation of or default under any Company License, except for any such violation or default that would not have a Company Material Adverse Effect. Except as set forth in Section 3.07(a) of the Company Disclosure Schedule, since December 31, 1996, neither the Company nor any Subsidiary has received written or, to the knowledge of the Company or any Subsidiary, oral notice from any Governmental Entity or any other Person of any allegation of any such violation or default under a Company License.
Licenses; Compliance. (a) Each of the Company and each Subsidiary is in possession of all Licenses (as defined in Article X) necessary for the Company or any Subsidiary to own, lease and operate its Assets or to carry on its business as it is now being conducted (the "COMPANY LICENSES"), except where the failure to possess any such Company License would not have a Company Material Adverse Effect. All Company Licenses that are FCC (as defined in Article X), FAA (as defined in Article X) or state utilities Licenses or municipal franchises, and all other material Company Licenses, are listed and described in Section 3.07(a)(i) of the Company Disclosure Schedule. Except as set forth in Schedule 3.07(a)(ii) of the Company Disclosure Schedule, all Company Licenses are valid and in full force and effect through the respective dates indicated in the Company Disclosure Schedule, except for any such invalidity or failure to be in full force and effect that would not, alone or in the aggregate, have a Company Material Adverse Effect, and no suspension, cancellation, complaint, proceeding, order or investigation of or with respect to any such Company License (or operations thereunder) is pending or, to the knowledge of the Company or any Subsidiary, threatened. Neither the Company nor any Subsidiary is in violation of or default under any Company License, except for any such violation or default that would not have a Company Material Adverse Effect. Except as set forth in Section 3.07(a)(iii) of the Company Disclosure Schedule, since December 31, 1996, neither the Company nor any Subsidiary has received written or, to the knowledge of the Company or any Subsidiary, oral notice from any Governmental Entity or any other Person of any allegation of any such violation or default under a Company License.
Licenses; Compliance. Each Party shall be responsible for obtaining and maintaining all site licenses, permits, and registrations required for such Party to perform its obligations under this Agreement.
Licenses; Compliance. Except as set forth on Schedule 4.5, to the best of Networks' and Xxxxxxx' knowledge, Networks possesses all licenses and other required governmental or official approvals, permits, consents and authorizations necessary for the operation of the Business, all of which are listed on Schedule 4.5 (collectively the "Authorizations"). Networks is in material compliance with: (i) the terms of all Authorizations; (ii) except as set forth on Schedule 4.5, all laws, ordinances, statutes and regulations where noncompliance would have a material adverse effect on Networks and its business or assets; and, (iii) all judgments, orders, rulings or other decisions of any governmental or other regulatory authority, court or arbitrator having jurisdiction over Networks. Neither the execution, delivery or performance of this Agreement nor the performance of the transactions contemplated by this Agreement will affect the validity of any Authorizations and the same shall remain in full force and effect upon the consummation of the transactions contemplated by this Agreement, except for Authorizations which by their terms are not transferable.
Licenses; Compliance. The Company possesses all licenses and other required governmental or official approvals, permits, consents and authorizations with respect to its business, the failure of which to possess would, individually or in the aggregate, have an adverse effect on the business, financial condition, operations, prospects or results of operations of the Company.
Licenses; Compliance. To the best of CCI and Stockholder's knowledge, CCI possesses all licenses and other required governmental or official approvals, permits, consents and authorizations necessary for the operation of the Business, all of which are listed on Schedule 4.5 (collectively the "CCI Authorizations"). CCI is in material compliance with: (i) the terms of all Authorizations; (ii) all laws, ordinances, statutes and regulations where noncompliance would have a material adverse effect on CCI and its business or assets; and, (iii) all judgments, orders, rulings or other decisions of any governmental or other regulatory authority, court or arbitrator having jurisdiction over CCI. Neither the execution, delivery or performance of this Agreement nor the performance of the transactions contemplated by this Agreement will affect the validity of any CCI Authorizations and the same shall remain in full force and effect upon the consummation of the transactions contemplated by this Agreement, except for CCI Authorizations which by their terms are not transferable.
Licenses; Compliance. 16 SECTION 3.08. Financial Statements........................................17 SECTION 3.09. Absence of Undisclosed Liabilities..........................18 SECTION 3.10. Absence of Certain Changes or Events........................18 SECTION 3.11.
Licenses; Compliance. Pre-Paid possesses all licenses and other required governmental or official approvals, permits, consents and authorizations necessary for the operation of the Business, all of which are listed on Schedule 4.5 (collectively the "Authorizations"). Pre-Paid is in material compliance with: (i) the terms of all Authorizations; (ii) all laws, ordinances, statutes and regulations where noncompliance would have a material adverse effect on Pre-Paid and its business or assets; and, (iii) all judgments, orders, rulings or other decisions of any governmental or other regulatory authority, court or arbitrator having jurisdiction over Pre-Paid. Neither the execution, delivery or performance of this Agreement nor the performance of the transactions contemplated by this Agreement will affect the validity of any Authorizations and the same shall remain in full force and effect upon the consummation of the transactions contemplated by this Agreement, except for Authorizations which by their terms are not transferable.
Licenses; Compliance. (a) Shady Grove has held all such licenses, orders, approvals and permits ("Licenses") of every kind or nature which are material to the operation and business of the Practice and such Licenses were in full force and effect while it was conducting its Practice. Shady Grove has transferred all such Licenses to New P.C. in conjunction with the Restructuring and no action, proceeding or investigation has been instituted or threatened with reference to or affecting the existence of said Licenses. A list of all Licenses is set forth on Schedule 4.06. To the knowledge of Shareholders, Shady Grove and New P.C. are in compliance in all respects with the terms and conditions of such Licenses and with all requirements, standards and procedures of the federal, state and local governmental or regulatory bodies which issued said Licenses.
Licenses; Compliance. (a) The Company and each Subsidiary is in possession of all Licenses necessary for the Company or any Subsidiary to own, lease and operate its Assets or to carry on its business as it is now being conducted (the "Company Licenses"), except where the failure to possess any such Company License would not have a Company Material Adverse Effect. All Company Licenses that are FCC, FAA or state utilities Licenses or municipal franchises are listed and described in Section 3.07(a)(1) of the Company Disclosure Schedule, and all other material Company Licenses are listed and described in Section 3.07(a)(2) of the Company Disclosure Schedule. All Company Licenses are valid and in full force and effect through the respective dates indicated in the Company Disclosure Schedule, except for any such invalidity or failure to be in full force and effect that would not, alone or in the aggregate, have a Company Material Adverse Effect, and no suspension, cancellation, complaint, proceeding, order or investigation of or with respect to any Company License is pending or, to the Knowledge of the Company or any Subsidiary, threatened. Neither the Company nor any Subsidiary is in violation of or default under any Company License, except for any such violation or default that would not have a Company Material Adverse Effect. Except as set forth in Section 3.07(a)(3) of the Company Disclosure Schedule, since December 31, 1996, neither the Company nor any Subsidiary has received written or, to the Knowledge of the Company, oral notice from any Governmental Entity of any such violation or default.
