Transferred Permits. All Transferred Permits are validly held by Seller or the CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. Selling Affiliates, and Seller or the applicable Selling Affiliate has complied in all material respects with all terms and conditions thereof, except for any such invalidity or non-compliance that would not be reasonably likely to have a Material Adverse Effect. During the past three (3) years, none of Seller or the Selling Affiliates has received written notice of any suit, action or proceeding relating to the revocation or modification of any Transferred Permit the loss of which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect.
Transferred Permits. All of the Transferred Permits required to be transferred as of the Closing shall have been so transferred, shall be in full force and effect, and shall be in form and substance satisfactory to PacifiCorp in its discretion.
Transferred Permits. Except as set forth on Section 4.07 of the Seller Disclosure Schedule, all Transferred Permits are in full force and effect and are validly held by Seller or the Selling Affiliates, and Seller or the Selling Affiliates have complied with all terms and conditions thereof, except for any such invalidity or non-compliance that would not be reasonably likely to have a Material Adverse Effect. All fees and charges due and payable with respect to such Permits as of the date hereof have been paid in full. Except as set forth on Section 4.07 of the Seller Disclosure Schedule or as individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect, no event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse or limitation of any Transferred Permit.
Transferred Permits. During the past three (3) years, Parent has not received written notice of any suit, action or proceeding relating to the revocation or modification of any Transferred Permit the loss of which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect.
Transferred Permits. Sellers shall have taken all actions to properly transfer to Purchaser their interest in the Transferred Permits, and Sellers' interests in the Transferred Permits listed on Part C of Schedule IV shall have been transferred to Purchaser. None of the Transferred Permits shall be subject to any conditions or stipulations that did not exist as of the Effective Date which could reasonably be expected to have an adverse effect on Purchaser or the ownership, operation or maintenance of the Facility or the Real Property.
Transferred Permits. Purchaser shall be satisfied that all Transferred Permits will be transferred to Purchaser or obtained by Purchaser effective as of or promptly after the Closing.
Transferred Permits. All Permits that relate solely to the Business and which are transferable (collectively, the "Transferred Permits"), including, without limitation, the Transferred Permits set forth on Schedule 2.2(g). All of the foregoing are referred to herein collectively as the "Purchased Contracts and Permits." Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Contract or Permit or any claim or right or any benefit or obligation thereunder or resulting therefrom if an assignment thereof, without the consent of a third party thereto, would constitute a breach or violation thereof and if such a consent is not obtained at or prior to the Closing. If a consent to the assignment of a Contract or Permit related to the Business is not obtained prior to the Closing or if an attempted assignment of a Contract or Permit related to the Business is ineffective for any other reason, the Imation Companies will use commercially reasonable efforts to attempt to obtain such consent or otherwise procure an effective assignment of such Contract or Permit and, pending the obtaining of such consent or the procurement of such assignment, the Imation Companies and the Metatec Companies will discuss the desirability and feasibility of implementing an arrangement to provide for Purchasers the benefits and obligations under any such Contracts or Permits on terms mutually satisfactory to the parties. If, with respect to any such Contract or Permit that the parties agree to assign or effectively assign to a Purchaser, the consent to assignment is obtained or an effective assignment can otherwise be made following the Closing on mutually satisfactory terms, the appropriate Imation Company shall promptly assign to the appropriate Purchaser, all of its right, title and interest in and to such Contract or Permit and such Purchaser shall assume the liabilities and obligations of such Imation Company under such Contract or Permit pursuant to a transfer instrument substantially similar in form and substance to the transfer instrument used for the assignment of similar Contracts or Permits related to the Business at the Closing. Purchasers acknowledge that all or some of the Permits used by the Imation Companies in the Business may not be transferable, however, the Imation Companies shall use all commercially reasonable efforts to have all transferable Permits transferred.
Transferred Permits. Subject to Section 2.7 hereof, during the ------------------- period prior to the Closing, Seller and Buyer shall use commercially reasonable efforts, and shall cooperate with each other, to secure any consents and approvals of any Governmental Body required to be obtained by them in order to assign or transfer any Governmental Permits to Buyer to permit the consummation of the transactions contemplated by this Agreement, or to otherwise satisfy the conditions set forth in Sections 8.3 and 9.3 hereof; provided, that Seller shall not make any agreement or understanding affecting the Purchased Assets or the Operations as a condition for obtaining any such consents or approvals without the prior written consent of Buyer, which consent shall not be unreasonably withheld.
Transferred Permits. All Transferred Permits are validly held by Seller or the Selling Affiliates, and Seller or the applicable Selling Affiliate has complied in all material respects with all terms and conditions thereof, except for any such invalidity or non-compliance that would not be reasonably likely to have a Material Adverse Effect. During the past three (3) years, none of Seller or the Selling Affiliates has received written notice of any suit, action or proceeding relating to the revocation or modification of any Transferred Permit the loss of which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect.
Transferred Permits. All Permits which relate to, in whole or in part, other Assets or are used or held for use in, or relate to, in whole or in part, the Seller Business and which are transferable (collectively, the “Transferred Permits”), including the Transferred Permits set forth on Schedule 1.2(g) . All of the foregoing are referred to herein collectively as the “Purchased Contracts and Permits.” Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Contract or Permit or any claim or right or any benefit or obligation thereunder or resulting therefrom if an assignment thereof, without the consent of a third party thereto, would constitute a breach or violation thereof and if such a consent is not obtained at or prior to the Closing.
