Material Licences. As at the date of satisfaction of the condition set out in paragraph 1 of this Schedule 1, no Relevant Regulatory Authority having issued a decision which results in either revocation of or a change to the terms of any Material Licence, in each case, which would result in a material adverse change. Schedule 2 (Completion arrangements) Part A (Sellers’ obligations) At Completion, each Seller shall:
Material Licences. (a) It will notify each of the Participating Banks promptly upon the occurrence of any material breach of a Material Licence or upon the receipt of any notice or communication between the Ministry and it or any other member of the Group in connection with a Material Licence which either:
Material Licences it is not in contravention of any Material Licence, or any requirement of any related legislation, and no notice has been given to revoke, modify or amend any such Material Licence, where such contravention, revocation, modification or amendment would result in a Material Adverse Effect; and
Material Licences grant its consent to the revocation, amendment or modification of a Material Licence, where such revocation, amendment or modification would have a Material Adverse Effect;
Material Licences. (a) Any Material Licence is terminated, cancelled, suspended or revoked (whether wholly or in part.
Material Licences. The Obligors have all Material Licences required to carry on the Business except where the failure to have any of the foregoing would not reasonably be expected to result in a Material Adverse Change.
Material Licences. Schedule 3.5(7) lists all material Licences and such Licences are the only licences, permits, authorizations or approvals of a Governmental Authority required for the operation of the Business as conducted on the date of this Agreement. The Business is being conducted by the Corporations in accordance with all terms and conditions of such material Licences. All material Licences are valid and are in full force and effect, and the Corporations are not in violation of any term or provision or requirement of any material Licence. No proceeding is pending or, to the Vendors’ knowledge, threatened to revoke, amend or impose any condition in respect of, any material Licence. True and complete copies of all material Licenses have been provided to the Purchaser.
Material Licences. The Data Room contains details of all material licences and copies of all written material licences of Intellectual Property Rights granted by and to any Group Company, which are material to the business of a Group Company. No Group Company or any counterparty is in material breach of such licence and such licences (i) are valid and binding; (ii) are in full force and effect and no written notice having been given to terminate them; and (iii) have, where required, been duly registered. No such licence (i) has been the subject of any breach or default by any Group Company or, so far as the Seller is aware, any other party or of any event which, with the giving of notice or lapse of time, would constitute a default; or (ii) are the subject of any claim, dispute or proceeding, including, so far as the Seller is aware, claims, disputes or proceedings that are pending or threatened.
Material Licences. No licences are required by the Borrower and each Principal Subsidiary in connection with the Energy and Network Business which if not obtained would have a material adverse effect on the business, operation, assets or condition (financial or otherwise) of the Group or could reasonably be expected to have a material adverse effect on the ability of the Borrower to comply with its obligations under the Finance Documents other than the Material Licences.
