Permits; Compliance with Applicable Law. Except as set forth on Schedule 3.8, the Company and each of its Subsidiaries has all franchises, permits, licenses, authorizations, approvals, registrations and any similar authority ("Permits") required for the conduct of its business as now being conducted by it. The Permits shall include, without limitation, licenses and registrations as appropriate for conduct of the Company's and Subsidiaries' businesses the absence of which would have a Material Adverse Effect. Except as set forth in Schedule 3.8, neither the Company nor any of its Subsidiaries is in violation of, or has defaulted under, any such Permits. All such Permits are in full force and effect, and no violations that are continuing have been recorded in respect of any such Permits. No proceeding is pending or, to the Company's Knowledge, threatened to revoke or limit any such Permit. No Permit will be suspended, cancelled or adversely modified as a result of the execution and delivery of this Agreement and each of the other Transaction Documents. Except as set forth on Schedule 3.8, the Company and each of its Subsidiaries has complied with, is not in violation of, and has not received any written notice alleging any violation with respect to, any Law, except for failures or violations that would not have a Material Adverse Effect.
Permits; Compliance with Applicable Law. The Company holds all permits, licenses, authorizations, certificates, variances, exemptions, orders and approvals of all Governmental Authorities necessary for the lawful conduct of its business as presently conducted and to own its assets and properties (the “Permits”), except for failures to hold such Permits that would not reasonably be expected to have a Material Adverse Effect on the Company. The Company is in compliance with the terms of each Permit, except where the failure so to comply would not reasonably be expected to have a Material Adverse Effect on the Company. The businesses of the Company has not been and is not being conducted in violation of any Law except for violations that would not reasonably be expected to have a Material Adverse Effect on the Company. No investigation or review by any Governmental Authority with respect to the Company is pending or, to the best knowledge of the Company, threatened, nor has any Governmental Authority indicated an intention to conduct any such investigation or review, other than, in each case, where the outcome would not reasonably be expected to have a Material Adverse Effect on the Company.
Permits; Compliance with Applicable Law. As of the Applicable Closing Date, each member of the COP Sale-Related Group shall hold all licenses, franchises, registrations, permits, and authorizations (each, a “Permit”) necessary for the lawful conduct of the Empress System Business under and pursuant to all, and have complied with and are not in default under and/or in violation of any, applicable law, statute, Permit, order, rule or regulation of any Governmental Entity relating to any member of the COP Sale-Related Group or the Empress System Business (including the PTC Assets and Liabilities), as applicable, except in each case where the failure to hold such Permit or such noncompliance or default would not, individually or in the aggregate, have a COP Sale-Related Material Adverse Effect. To COP’s knowledge, the Empress System Business is not being nor has it been conducted in violation of any applicable law or any order, writ, injunction or decree of any Governmental Entity, except for any such violations which would not, individually or in the aggregate, have a COP Sale-Related Material Adverse Effect. No member of the COP Sale-Related Group has received any notice or other communication from any Governmental Entity asserting (i) any violation of law, statute, ordinance, order, rule or regulation or the terms of an agreement with any Governmental Entity, (ii) any violation of or failure to comply with any term or requirement of any Permit, or (iii) any revocation, withdrawal, suspension, cancellation, termination or modification of any Permit, except for violations, failures to comply, revocations, withdrawals, suspensions, cancellations, terminations or modifications which would not in the aggregate reasonably be expected to have a COP Sale-Related Material Adverse Effect. No notice of any pending investigation or violation of, noncompliance with or alleged liability under, any law, statute, ordinance, order, rule, regulation or Permit has been received by any member of the COP Sale-Related Group which would, individually or in the aggregate, reasonably be expected to have a COP Sale-Related Material Adverse Effect.
Permits; Compliance with Applicable Law. The Company and --------------------------------------- the Subsidiaries hold, and at all required times have held, all permits, licenses, approvals and other authorizations from all Governmental Entities necessary for the lawful conduct of their respective businesses (the "Company Permits"), except where the failure to hold such permits, licenses, approvals and authorizations would not, individually or in the aggregate, have a Material Adverse Effect. The Company and the Subsidiaries are, and at all times have been, in compliance with the terms of the Company Permits, except where the failure to comply would not, individually or in the aggregate, have a Material Adverse Effect. The businesses of the Company and the Subsidiaries are not being, and have not been, conducted in violation of any law, ordinance or regulation of any Governmental Entity except for violations or possible violations which are not and will not, individually or in the aggregate, have a Material Adverse Effect. No investigation or review by any Governmental Entity with respect to the Company or any of the Subsidiaries is pending or, to the knowledge of the Company, threatened, nor, to the knowledge of the Company, has any Governmental Entity indicated an intention to conduct the same, other than those which the Company reasonably believes will not, individually or in the aggregate, have a Material Adverse Effect.
Permits; Compliance with Applicable Law. Except as set forth in Schedule 4.12:
Permits; Compliance with Applicable Law. (a) Except as set forth in Schedule 3.14(a), to the knowledge of the Seller, the Seller (i) holds all Permits necessary for the lawful conduct of the Business, and (ii) has materially complied with and is not in conflict with, or in default or violation of any statute, code, ordinance, law, rule, regulation, order, writ, judgment, injunction or decree, published policies and guidelines of any Governmental Entity, applicable to the Seller or by which any property or asset of the Seller is bound or affected, except where the failure to hold such Permit or such noncompliance, default or violation would not result in a Seller Material Adverse Effect; and the Seller has not received notice of any violations of any the above.
Permits; Compliance with Applicable Law. (a) The Sellers possess all permits, licenses, variances, exemptions, orders, approvals and authorizations of all Governmental Entities necessary for the lawful conduct of the Business, including, without limitation, all provider agreements and other authorizations necessary for the Business to obtain reimbursement under the Medicare program, each state Medicaid program and all other governmental reimbursement programs under which the Business has obtained reimbursement since January 1, 1997 (the "Permits"). All of such Permits which are material, including all Permits to provide pharmacy services, are set forth in Section 2.8(a) of the Disclosure Schedule, and those, if any, included in the Assets are appropriately identified as being purchased by the Purchaser, but only to the extent Sellers may convey the same. All such Permits have been legally obtained and maintained and are in full force and effect. The Sellers are duly licensed to provide pharmacy services in all states in which the Business is conducted and are in substantial compliance with the terms of such licenses.
Permits; Compliance with Applicable Law. (i) The Company and the Globant Subsidiaries hold all material Permits; (ii) such Permits are in full force and effect and the Company and the Globant Subsidiaries are presently in material compliance in all respects with their terms; (iii) the Company and the Globant Subsidiaries are presently in material compliance with all Applicable Laws including, as applicable to the Argentine Globant Subsidiaries, with Argentine foreign exchange control regulations, as promulgated by the Argentine Central Bank (communiques A 5264 and 5330, etc.); (iv) no event has occurred or exists that (with or without notice or lapse of time) is reasonably likely to constitute a violation of a material Permit or Applicable Law; (v) neither the Company nor any of the Globant Subsidiaries has received written or oral notice regarding a potential violation of a material Permit or Applicable Law; and (vi) all material applications required to be filed to renew any material Permits have been filed within the relevant periods prescribed for the filing of any such application.
Permits; Compliance with Applicable Law. (a) Except as disclosed in Schedule 4.12(a), each of the Company, its Subsidiary and the Partnership holds all material licenses, franchises, permits, approvals and authorizations, including those issuable by any domestic or foreign self regulatory organization (collectively, "Permits") necessary for the lawful ownership and use of its properties and assets and the conduct of its business under and pursuant to Applicable Laws relating to the Company, its Subsidiary and the Partnership, except for Permits the failure to hold which would not have a Company Material Adverse Effect, and there has been no material violation of any of the above nor has Seller received notice asserting any such violation. All such Permits are valid and in good standing and are not subject to any suspension, modification or revocation or proceedings related thereto.
Permits; Compliance with Applicable Law. (a) The Company holds all material permits, licenses, approvals, certificates and other authorizations of and from all, and has made all declarations and filings with, Governmental Entities necessary for the lawful conduct of its business as presently conducted (the “Material Permits”), the Material Permits are in full force and effect, and, except for past violations for which the Company is not subject to any current liability, the Company is and has been in compliance with the Material Permits.
