Common use of All Necessary Permits Clause in Contracts

All Necessary Permits. Other than the permits and accreditation contemplated in Section 2.42(d), each of the Company and the Subsidiaries possess all material licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all Governmental Authorities, presently required or necessary to own or lease, as the case may be, and to operate its properties and to carry on its businesses as now, or proposed to be, conducted as described in the Company Disclosure Package (“Permits”); each of the Company and the Subsidiaries has fulfilled and performed in all material respects all of its obligations with respect to such Permits; to the Knowledge of the Company or any Subsidiary, no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination of any such Permit or has resulted, or after notice or lapse of time would result, in any other material impairment of the rights of the holder of any such Permit the result of which would have a Material Adverse Effect; and none of the Company or the Subsidiaries has received or has any reason to believe it will receive any notice of any proceeding relating to revocation or modification of any such Permit, except as described in the Company Disclosure Package.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Coliseum Capital Management, LLC), Securities Purchase Agreement (Universal Technical Institute Inc), Securities Purchase Agreement (Coliseum Capital Management, LLC)

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All Necessary Permits. Other than the permits and accreditation contemplated in Section 2.42(d), each Each of the Company and the Subsidiaries possess all material licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all Governmental Authorities, presently required or necessary to own or lease, as the case may be, and to operate its properties and to carry on its businesses as now, now or proposed to be, be conducted as described in the Company Registration Statement, the General Disclosure Package and the Prospectus (“Permits”), except where the failure to possess such Permits would not, individually or in the aggregate, have a Material Adverse Effect; each of the Company and the Subsidiaries has fulfilled and performed in all material respects all of its obligations with respect to such Permits; to the Knowledge of the Company or any Subsidiary, no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination of any such Permit or has resulted, or after notice or lapse of time would result, in any other material impairment of the rights of the holder of any such Permit the result of which would have a Material Adverse EffectPermit; and none of the Company or the Subsidiaries has received or has any reason to believe it will receive any notice of any proceeding relating to revocation or modification of any such Permit, except as described in the Company Registration Statement, the General Disclosure PackagePackage and the Prospectus or except where such revocation or modification would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 3 contracts

Samples: Purchase Agreement (Astoria Financial Corp), Underwriting Agreement (Astoria Financial Corp), Purchase Agreement (Astoria Financial Corp)

All Necessary Permits. Other than the permits and accreditation contemplated in Section 2.42(d), each Each of the Company and the Subsidiaries possess all material licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all Governmental Authorities, presently required or necessary to own or lease, as the case may be, and to operate its properties and to carry on its businesses as now, now or proposed to be, be conducted as described in the Company Disclosure Package Time of Sale Document and the Final Offering Memorandum (“Permits”), except where the failure to possess such Permits would not, individually or in the aggregate, have a Material Adverse Effect; each of the Company and the Subsidiaries has fulfilled and performed in all material respects all of its obligations with respect to such Permits; to the Knowledge of the Company or any Subsidiary, no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination of any such Permit or has resulted, or after notice or lapse of time would result, in any other material impairment of the rights of the holder of any such Permit the result of which would have a Material Adverse EffectPermit; and none of the Company or the Subsidiaries has received or has any reason to believe it will receive any notice of any proceeding relating to revocation or modification of any such Permit, except as described in the Company Disclosure PackageTime of Sale Document and the Final Offering Memorandum or except where such revocation or modification would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Purchase Agreement (inContact, Inc.), Purchase Agreement (CNL Lifestyle Properties Inc)

All Necessary Permits. Other than the permits and accreditation contemplated in Section 2.42(d), each Each of the Company and the Subsidiaries possess all material licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all Governmental Authorities, presently required or necessary to own or lease, as the case may be, and to operate its their respective properties and to carry on its their respective businesses as now, now or proposed to be, be conducted as described set forth in the Company Disclosure Package Time of Sale Document and the Final Offering Memorandum (“Permits”), except where the failure to obtain such Permits would not, individually or in the aggregate, have a Material Adverse Effect; each of the Company and the respective Subsidiaries has fulfilled and performed in all material respects all of its obligations with respect to such Permits; to the Knowledge of the Company or any Subsidiary, Permits and no event has occurred which that allows, or after notice or lapse of time would allow, revocation or termination of any such Permit thereof or has resultedresults, or after notice or lapse of time would result, result in any other material impairment of the rights of the holder of any such Permit the result of which would have a Material Adverse EffectPermit; and none of neither the Company or nor any of the Subsidiaries has received received, or has any reason to believe that it has received or will receive receive, any notice of any proceeding relating to revocation or modification of any such Permit, except as described in the Company Disclosure PackageTime of Sale Document and the Final Offering Memorandum or except where such revocation or modification would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Purchase Agreement (Forbes Energy Services Ltd.), Purchase Agreement (Forbes Energy Services Ltd.)

All Necessary Permits. Other than the permits Each of Kratos, its Subsidiaries and accreditation contemplated in Section 2.42(d), each of the Company and the Subsidiaries possess Xxxxxx Entity possesses all material licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all Governmental Authorities, presently required or necessary to own or lease, as the case may be, and to operate its properties and to carry on its businesses as now, now or proposed to be, be conducted as described in the Company Disclosure Package Time of Sale Document and the Final Offering Memorandum (“Permits”), except where the failure to possess such Permits would not, individually or in the aggregate, have a Material Adverse Effect; each of the Company Kratos, its Subsidiaries and the Subsidiaries each Xxxxxx Entity has fulfilled and performed in all material respects all of its obligations with respect to such Permits; to the Knowledge of the Company or any Subsidiary, no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination of any such Permit or has resulted, or after notice or lapse of time would result, in any other material impairment of the rights of the holder of any such Permit the result of which would have a Material Adverse EffectPermit; and none of the Company Kratos, any of its Subsidiaries or the Subsidiaries any Xxxxxx Entity has received or has any reason to believe it will receive any notice of any proceeding relating to revocation or modification of any such Permit, except as described in the Company Disclosure PackageTime of Sale Document and the Final Offering Memorandum or except where such revocation or modification would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Kratos Defense & Security Solutions, Inc.)

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All Necessary Permits. Other than the permits and accreditation contemplated in Section 2.42(d), each Each of the Company and the Subsidiaries possess all material licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all Governmental Authorities, presently required or necessary to own or lease, as the case may be, and to operate its properties and to carry on its businesses as now, now or proposed to be, be conducted as described in the Company Disclosure Package Time of Sale Document and the Final Offering Memorandum (“Permits”), except where the failure to possess such Permits or make such declarations or filings would not, individually or in the aggregate, have a Material Adverse Effect; each of the Company and the Subsidiaries has fulfilled and performed in all material respects all of its obligations with respect to such Permits; to the Knowledge knowledge of the Company or any Subsidiary, no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination of any such Permit or has resulted, or after notice or lapse of time would result, in any other material impairment of the rights of the holder of any such Permit the result of which would have a Material Adverse EffectPermit; and none of the Company or the Subsidiaries has received or has any reason to believe it will receive any notice of any proceeding relating to revocation or modification of any such Permit, except as described in the Company Disclosure PackageTime of Sale Document and the Final Offering Memorandum or except where such revocation or modification would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (BioScrip, Inc.)

All Necessary Permits. Other than the permits and accreditation contemplated in Section 2.42(d), each Each of the Company Company, its Subsidiaries and the Subsidiaries possess each Gichner Entity possesses all material licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all Governmental Authorities, presently required or necessary to own or lease, as the case may be, and to operate its properties and to carry on its businesses as now, now or proposed to be, be conducted as described in the Company Disclosure Package Time of Sale Document and the Final Offering Memorandum ("Permits"), except where the failure to possess such Permits would not, individually or in the aggregate, have a Material Adverse Effect; each of the Company Company, its Subsidiaries and the Subsidiaries each Gichner Entity has fulfilled and performed in all material respects all of its obligations with respect to such Permits; to the Knowledge of the Company or any Subsidiary, no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination of any such Permit or has resulted, or after notice or lapse of time would result, in any other material impairment of the rights of the holder of any such Permit the result of which would have a Material Adverse EffectPermit; and none of the Company Company, any of its Subsidiaries or the Subsidiaries any Gichner Entity has received or has any reason to believe it will receive any notice of any proceeding relating to revocation or modification of any such Permit, except as described in the Company Disclosure PackageTime of Sale Document and the Final Offering Memorandum or except where such revocation or modification would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Kratos Defense & Security Solutions, Inc.)

All Necessary Permits. Other than the permits Each of Kratos, its Subsidiaries and accreditation contemplated in Section 2.42(d), each of the Company and the Subsidiaries possess Integral Entity possesses all material licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all Governmental Authorities, presently required or necessary to own or lease, as the case may be, and to operate its properties and to carry on its businesses as now, now or proposed to be, be conducted as described in the Company Disclosure Package Time of Sale Document and the Final Offering Memorandum (“Permits”), except where the failure to possess such Permits would not, individually or in the aggregate, have a Material Adverse Effect; each of the Company Kratos, its Subsidiaries and the Subsidiaries each Integral Entity has fulfilled and performed in all material respects all of its obligations with respect to such Permits; to the Knowledge of the Company or any Subsidiary, no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination of any such Permit or has resulted, or after notice or lapse of time would result, in any other material impairment of the rights of the holder of any such Permit the result of which would have a Material Adverse EffectPermit; and none of the Company Kratos, any of its Subsidiaries or the Subsidiaries any Integral Entity has received or has any reason to believe it will receive any notice of any proceeding relating to revocation or modification of any such Permit, except as described in the Company Disclosure PackageTime of Sale Document and the Final Offering Memorandum or except where such revocation or modification would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Kratos Defense & Security Solutions, Inc.)

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