Compliance with Permits and Laws. (a) Each of the Seller, the Company and the Company’s Subsidiaries has all permits, subdivision approvals, variances, licenses, franchises and other governmental authorizations, certificates, consents and approvals (other than with respect to Environmental Laws, which are addressed in Section 5.14) (collectively, “Permits”) necessary to operate the West Virginia Gas Distribution Business as presently conducted, except where the failure to have any such Permit is immaterial. Each of the Seller (with respect to the West Virginia Gas Distribution Business), the Company and the Company’s Subsidiaries is in compliance with all Permits and Laws of all Governmental Entities applicable to it and no notice, charge, claim, action or assertion has been received by the Seller (with respect to the West Virginia Gas Distribution Business), the Company or any Subsidiary of the Company or, to the knowledge of Seller, threatened against the Seller (with respect to the West Virginia Gas Distribution Business), the Company or any Subsidiary of the Company, in each case alleging any violation of any of the foregoing, except for any immaterial violations or failures to be in compliance with any Permits or Laws.
Compliance with Permits and Laws. 6.1 Licensee represents and warrants that during the term of this Agreement, in connection with the Event, it will obtain and maintain all required permits and approvals. The City will assist Licensee in obtaining permit(s) from governmental agencies including the Fire Department of the City of Miami. Fire Department manpower requirements shall be determined by the Fire Department and presented to Licensee at least ten (10) business days prior to the Event.
Compliance with Permits and Laws. Seller holds and is in compliance with all Permits (other than with respect to Environmental Laws, which are addressed in Section 5.10) necessary to own, operate and maintain the Transferred Business as presently conducted, except where the failure to have such Permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Seller is in compliance with all Permits and Laws of all Governmental Entities applicable to it with respect to the Transferred Business or the Acquired Assets, except for violations that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Compliance with Permits and Laws. Except as otherwise disclosed in the Disclosure Letter, the Target Group Companies are, and at any time have been, in compliance in all material respects with (i) the Permits, including any ancillary provisions thereto, (ii) all applicable Laws and regulations of any jurisdiction where the Target Group Companies carry out the Business, in particular with Laws concerning data protection, health, safety and labor and (iii) all orders, decrees, or rulings of, or restrictions imposed by, any judicial, governmental or regulatory body or agency (collectively “Administrative Orders”) in all jurisdictions where the Target Group Companies carry out the Business. No material non-compliance with the Permits, with applicable Laws or with any Administrative Order has been alleged or threatened against Sellers or the Target Group Companies in writing or, to Sellers’ Best Knowledge, orally.
Compliance with Permits and Laws. (a) The Acquired Companies have all Necessary Permits from foreign, federal, state and local authorities affecting the Acquired Companies’ Business and own and operate their respective assets, except for those Permits as to which the failure to obtain would not have a Material Adverse Effect on the Acquired Companies. Disclosure Schedule 3.19(a) attached hereto sets forth a true, correct and complete list of the Acquired Companies’ Permits (exclusive of Permits from local authorities), copies of which have previously been made available by the Acquired Companies to the Buyer (exclusive of Permits from local authorities). Each Acquired Company has complied with and is in compliance with the terms and conditions of such Permits and has not received any notices that it is in violation of any of the terms or conditions of such Permits. Each Acquired Company has taken all necessary action to maintain such Permits. No loss or expiration of any such Permit is pending, reasonably foreseeable, or, to the Acquired Companies’ Knowledge, threatened other than expiration in accordance with the terms thereof.
Compliance with Permits and Laws. (a) Except as set forth on Schedule 4.13, OPHI is in compliance with all applicable Laws, and possesses and is in compliance with all Permits. Except as set forth on Schedule 4.13, since the date of OPHI most recent audited financial statements, OPHI has not received any written or oral notice from any Person alleging any material noncompliance with any applicable Law or Permit. Each Permit is valid and in full force and effect, and none of the Permits will lapse, terminate, expire or otherwise be impaired (as they relate to the right or authorization of OPHI) as a result of the performance of this Agreement by the OPHI, or the consummation of the Contemplated Transactions. Each Permit is listed on Schedule 4.13. There are no inquiries, demands, customer complaints or investigations with respect to any violation of Law being conducted by any Governmental Authority.
Compliance with Permits and Laws. Schedule 4.07 sets forth a true, complete and correct list of all Permits which Seller has for the conduct of the Business or the ownership, use or operation of any of the Purchased Assets. Except as set forth in Schedule 4.07, (a) Seller possesses all material Permits necessary for the ownership, use and operation of the Purchased Assets and/or the conduct of the Business as conducted by Seller at or prior to the Closing, (b) all such Permits are in full force and effect and all fees and charges with respect thereto due at or prior to the Closing have been fully and timely paid or made, and (c) Seller has complied in all material respects with such Permits and all Laws applicable to the ownership, use and operation of the Purchased Assets and/or conduct of the Business as conducted by Seller at any time during the 5 year period immediately preceding the Closing Date, and has not received any written or other notice of or been charged with the violation of any Laws during such period. Subject to obtaining the Required Consents, all Permits which are assignable or transferable by Seller to Purchaser will be sold, transferred, assigned, conveyed and delivered to Purchaser at the Closing and no such Permits will be violated, terminated, modified, suspended or deemed ineffective upon or as a result of consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. The Real Property is not, and upon the consummation of the conveyances contemplated in Section 7.15 shall not be, in violation of any applicable zoning, subdivision or other land use Law, including provisions relating to permissible non-conforming uses, if any.
Compliance with Permits and Laws. To the Seller’s Knowledge the Acquired Company is and has been in all material respects in compliance with the Permits, including any ancillary provisions (Nebenbe-stimmungen) thereto, and with all applicable laws and regulations of any jurisdiction (other than Environmental Laws) and all orders, decrees, or rulings of, or restrictions imposed by, any Governmental Authority (collectively “Administrative Orders”) in all relevant jurisdictions. No non-compliance with the Permits, with applicable laws and regulations or with any Administrative Order has been alleged during the last three years prior to the Closing Date and there are to the Seller’s Knowledge no circumstances which would reasonably justify such allegations.
Compliance with Permits and Laws. (a) Each of the Sellers has all material permits, subdivision approvals, variances, licenses, franchises and other governmental authorizations, consents and approvals (other than with respect to Environmental Laws which are addressed in Section 5.10) (collectively, “Permits”) necessary to operate its respective businesses as presently conducted. Except as set forth in Schedule 5.15(a), no Seller has received any notification that it or the Site is in material violation of any Permits or Laws applicable to it or the Acquired Assets. Each Seller and the Site is in material compliance with all Permits and Laws applicable to it or the Acquired Assets.
Compliance with Permits and Laws. Except as disclosed in EXHIBIT 7.12.2, the Company is and within the last three (3) years prior to the date of this Agreement has been in compliance with (i) the Permits (including without limitation any ancillary provisions (Nebenbestimmungen) thereto); (ii) laws applicable to the Permits; and (iii) orders, decrees or rulings of, or restrictions imposed by, any court or Authority (the "ADMINISTRATIVE ORDERS").
