Licenses, Permits and Authorizations. The Target Companies and their Subsidiaries have all material governmental licenses, approvals, consents, registrations, permits, franchises and other governmental authorizations required for the conduct of the business of the Target Companies and their Subsidiaries and the ownership and operation of the assets of the Target Companies and their Subsidiaries, each as currently conducted (“Permits”) (except for Permits required under applicable Environmental Laws, as to which certain representations and warranties are made pursuant to Section 4.21. The operation of the business of the Target Companies and their Subsidiaries as currently conducted is not, and since January 1, 2010 (and, to the knowledge of Sellers, during the past five (5) years) has not been, in material violation of, nor are the Target Companies or any of their Subsidiaries in material default or violation under, any Permit required to be listed in Section 4.17 of the Sellers Disclosure Schedule, and, to the knowledge of Sellers, no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation of any term, condition or provision of any such Permit. All Permits required to be listed in Section 4.17 of the Sellers Disclosure Schedule are in full force and effect. There are no Actions (other than investigations) pending or, to the knowledge of Sellers, threatened (or to the knowledge of Sellers, any investigation by a Governmental Authority pending or threatened), that seek the revocation, cancellation, suspension or adverse modification of any Permit, the absence of which would be reasonably likely to have a Material Adverse Effect. Since January 1, 2010 (and, to the knowledge of Sellers, during the past five (5) years), neither the Target Companies nor any of their Subsidiaries have received or been subject to any written notice, charge, claim or assertion alleging any violations of Permits, nor to the knowledge of Sellers, has any such written notice, charge, claim or assertion been threatened. The Permits listed in Section 4.17 of the Sellers Disclosure Schedule represent all of the governmental licenses, approvals, consents, registrations, permits, franchises and other governmental authorizations that are necessary to entitle the Target Companies and their Subsidiaries to own or lease, operate and use their assets in all material respects and to carry on and conduct the Target Business in all material respects.
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Samples: Purchase Agreement (Limelight Networks, Inc.), Purchase Agreement (DG FastChannel, Inc)
Licenses, Permits and Authorizations. The Target Companies Except as set forth on Schedule 4.18, and their Subsidiaries have all material governmental except with respect to licenses, approvals, consents, registrations, permits, franchises registrations and other governmental authorizations required for the conduct of the business of the Target Companies and their Subsidiaries and the ownership and operation of the assets of the Target Companies and their Subsidiaries, each as currently conducted (“Permits”) (except for Permits permits required under applicable Environmental Laws, Laws (as to which certain representations and warranties are made pursuant to Section 4.21. The operation of 4.22), the business of the Target Companies Company and their its Subsidiaries as currently conducted is not, have obtained and since January 1, 2010 (and, to the knowledge of Sellers, during the past five (5) years) has not been, are in material violation ofcompliance with, nor are the Target Companies or any of their Subsidiaries in material default or violation under, any Permit required to be listed in Section 4.17 of the Sellers Disclosure Schedule, and, to the knowledge of Sellers, no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation of any term, condition or provision of any such Permit. All Permits required to be listed in Section 4.17 of the Sellers Disclosure Schedule are in full force and effect. There are no Actions (other than investigations) pending or, to the knowledge of Sellers, threatened (or to the knowledge of Sellers, any investigation by a Governmental Authority pending or threatened), that seek the revocation, cancellation, suspension or adverse modification of any Permit, the absence of which would be reasonably likely to have a Material Adverse Effect. Since January 1, 2010 (and, to the knowledge of Sellers, during the past five (5) years), neither the Target Companies nor any of their Subsidiaries have received or been subject to any written notice, charge, claim or assertion alleging any violations of Permits, nor to the knowledge of Sellers, has any such written notice, charge, claim or assertion been threatened. The Permits listed in Section 4.17 of the Sellers Disclosure Schedule represent all of the governmental material licenses, approvals, consents, registrations, permitswaivers, franchises exemptions and other governmental authorizations that are permits (collectively, “Permits”) necessary under applicable Laws to entitle permit the Target Companies Company and their its Subsidiaries to own or leaseown, operate operate, use and use maintain their assets in all material respects the manner in which they are now operated, used and maintained and to carry on and conduct the Target Business business of the Company and its Subsidiaries as currently conducted. All applications required to have been filed for the renewal of such Permits have been duly filed on a timely basis with the appropriate Governmental Authority, and all other filings required to have been made with respect to such Permits have been duly made on a timely basis with the appropriate Governmental Authority. All such Permits are renewable by their terms or in all the ordinary course of business. Since January 1, 2015, (i) there has not occurred any default under any material respectsPermit by the Company or any of its Subsidiaries, (ii) neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Authority relating to the revocation or modification of any material Permit or with respect to any failure by the Company or any of its Subsidiaries to have any material Permit required in connection with the operation of their businesses and no material violations have been recorded in respect of any material Permits, and (iii) to the knowledge of the Company, there have been no threatened claims, actions, suits or other proceedings or investigations before or by any Governmental Authority that would reasonably be expected to result in the revocation or termination of any such Permit that is material to the conduct of the business of the Company and its Subsidiaries as currently conducted.
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Samples: Agreement and Plan of Merger (Industrea Acquisition Corp.), Agreement and Plan of Merger
Licenses, Permits and Authorizations. The Target Companies Company and their its Subsidiaries have hold free and clear of all material governmental Liens (other than Permitted Liens), and is in compliance with, all of the licenses, approvals, authorizations, clearances, consents, registrationsregistrations and permits issued by Governmental Authorities, permitsincluding the FDA, franchises and other governmental authorizations required for that are (a) used in the conduct of the business businesses of the Target Companies Company and their Subsidiaries and the ownership and operation of the assets of the Target Companies and their Subsidiaries, each as currently conducted (“Permits”) (except for Permits required under applicable Environmental Laws, as to which certain representations and warranties are made pursuant to Section 4.21. The operation of the business of the Target Companies and their its Subsidiaries as currently conducted is notor (b) required by applicable Laws to permit the Company and its Subsidiaries to own, operate, use and maintain their assets in the manner in which they are now operated, used and maintained or to conduct the businesses of the Company and its Subsidiaries as currently conducted, including the manufacture, production, distribution, marketing, performance, sale or support of any Regulated Product (collectively, the “Permits”). Schedule 4.18 sets forth a complete list of such Permits held by the Company and its Subsidiaries as of the date hereof. Accurate and complete copies of such Permits have been made available to Buyer. The Company and its Subsidiaries have fulfilled and performed all of its material obligations that have accrued with respect to the all such Permits, and since January 1, 2010 (and, to the knowledge of Sellers, during the past five (5) years) has not been, in material violation of, nor are Company at the Target Companies or any date of their Subsidiaries in material default or violation under, any Permit required to be listed in Section 4.17 of the Sellers Disclosure Schedule, and, to the knowledge of Sellersthis Agreement, no event has occurred whichwhich allows, with or after notice or the lapse of time would allow, revocation or both, would constitute a default termination thereof or violation results in any other material impairment of the rights of the holder of any term, condition or provision of any such Permit. All Permits required to be listed in Section 4.17 of the Sellers Disclosure Schedule are in full force and effect. There are no Actions (other than investigations) pending or, to the knowledge of Sellersthe Company at the date of this Agreement, threatened (Actions before or to the knowledge of Sellers, by any investigation by a Governmental Authority pending alleging that any operation or threatened), activity of the Company or its Subsidiaries is in violation of any applicable Law or that seek would reasonably be expected to result in the revocation, cancellation, suspension revocation or adverse modification termination of any such Permit, . Such Permits will not be adversely affected by the absence of which would be reasonably likely to have a Material Adverse Effect. Since January 1, 2010 (and, to the knowledge of Sellers, during the past five (5) years), neither the Target Companies nor any of their Subsidiaries have received or been subject to any written notice, charge, claim or assertion alleging any violations of Permits, nor to the knowledge of Sellers, has any such written notice, charge, claim or assertion been threatened. The Permits listed in Section 4.17 consummation of the Sellers Disclosure Schedule represent all of the governmental licenses, approvals, consents, registrations, permits, franchises and other governmental authorizations that are necessary to entitle the Target Companies and their Subsidiaries to own or lease, operate and use their assets in all material respects and to carry on and conduct the Target Business in all material respectstransactions contemplated by this Agreement.
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Licenses, Permits and Authorizations. The Target Companies and their Subsidiaries have all material governmental licenses, approvals, consents, registrations, permits, franchises and other governmental authorizations required for the conduct (a) Section 4.16 of the business Parent Disclosure Schedule identifies each material Permit held by each of the Target Companies and their Subsidiaries and Transferred Entities (indicating, in each case, the ownership and operation holder of such Permit). The Permits held by each of the assets of the Target Companies Transferred Entities are valid and their Subsidiaries, each as currently conducted (“Permits”) (except for Permits required under applicable Environmental Laws, as to which certain representations and warranties are made pursuant to Section 4.21. The operation of the business of the Target Companies and their Subsidiaries as currently conducted is not, and since January 1, 2010 (and, to the knowledge of Sellers, during the past five (5) years) has not been, in material violation of, nor are the Target Companies or any of their Subsidiaries in material default or violation under, any Permit required to be listed in Section 4.17 of the Sellers Disclosure Schedule, and, to the knowledge of Sellers, no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation of any term, condition or provision of any such Permit. All Permits required to be listed in Section 4.17 of the Sellers Disclosure Schedule are in full force and effect. There are no Actions (other than investigations) pending or, and constitute all Permits necessary to enable each of the Transferred Entities to conduct the Business in the manner in which the Business is currently being conducted and as planned to be conducted as of the date of this Agreement, in each case, as would not reasonably be expected to be material to the knowledge Transferred Entities, taken as a whole. None of Sellers, threatened the Transferred Entities has received any written notice or other written communication (or to the knowledge Knowledge of the Sellers, otherwise) from any investigation Governmental Entity regarding (i) any actual or possible violation of or failure to comply with any term or requirement of any Permits or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Permits. (b) Except as set forth on Section 4.16 of the Parent Disclosure Schedule, the Transferred Entities have obtained, and are in compliance with, all Permits necessary under applicable Laws to permit the Transferred Entities to own, operate, use and maintain their assets in the manner in which they are now operated and maintained and to conduct the Business as currently conducted, except where the absence of, or the failure to be in compliance with, any such Permit would not reasonably be expected to be material to the Transferred Entities, taken as whole. As of the date hereof, none of the Transferred Entities has received any written notice or other written communication (or to the Knowledge of the Sellers, otherwise) from any Governmental Entity or have any Actions or reasonably apparent investigations by a or before any Governmental Authority Entity pending or threatenedthreatened in writing (or to the Knowledge of the Sellers, otherwise), that seek in each case which would reasonably be expected to result in the revocation, withdrawal, suspension, cancellation, suspension termination or adverse modification of any such Permit, the absence of which would be reasonably likely to have a Material Adverse Effect. Since January 1, 2010 (and, to the knowledge of Sellers, during the past five (5) years), neither the Target Companies nor any of their Subsidiaries have received or been subject to any written notice, charge, claim or assertion alleging any violations of Permits, nor to the knowledge of Sellers, has except for any such written notice, charge, claim revocation or assertion been threatenedtermination that would not reasonably be expected to be material to such Transferred Entity. The Permits listed in Section 4.17 of the Sellers Disclosure Schedule represent all of the governmental licenses, approvals, consents, registrations, permits, franchises and other governmental authorizations that are necessary to entitle the Target Companies and their Subsidiaries to own or lease, operate and use their assets in all material respects and to carry on and conduct the Target Business in all material respects.4.17
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Peloton Interactive, Inc.)
Licenses, Permits and Authorizations. The Target Companies (a) Schedule 3.21 contains a complete and their Subsidiaries have accurate list of all material governmental licenses, approvals, consents, registrationsfranchises, permitsauthorizations, franchises security clearances and other governmental authorizations required for the conduct of the business of the Target Companies and their Subsidiaries and the ownership and operation of the assets of the Target Companies and their Subsidiaries, each as currently conducted (“Permits”) (except for Permits required under applicable Environmental Laws, as to which certain representations and warranties are made pursuant to Section 4.21. The operation of the business of the Target Companies and their Subsidiaries as currently conducted is not, and since January 1, 2010 (and, to the knowledge of Sellers, during the past five (5) years) has not been, in material violation permits of, nor are the Target Companies or any of their Subsidiaries in material default or violation underwith, any Permit Governmental Entity, whether foreign, federal, state or local, which are held by the Company ("Governmental Permits"). All Governmental Permits listed or required to be listed in Section 4.17 of the Sellers Disclosure Schedule, and, to the knowledge of Sellers, no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation of any term, condition or provision of any such Permit. All Permits required to be listed in Section 4.17 of the Sellers Disclosure on Schedule 3.21 are valid and in full force and effect. There effect and there are no Actions (other than investigations) proceedings pending or, to the knowledge Knowledge of Sellersthe Company, threatened (or to the knowledge of Sellers, any investigation by a Governmental Authority pending or threatened), that seek the revocation, cancellation, suspension or adverse modification thereof. Such Governmental Permits constitute all of the material licenses, franchises and other permits necessary to permit the Company to own, operate, use and maintain its assets in the manner in which it is now operated and maintained and to conduct its business as currently conducted. No notice is required to be given to any Governmental Entity or otherwise under any of the Governmental Permits to consummate the transactions contemplated herein. (b) Except as set forth on Schedule 3.21: (i) the Company is, and at all times since December 31, 2006 has been, in material compliance with all of the terms and requirements of each Governmental Permit identified or required on Schedule 3.21; (ii) To the Knowledge of the Company, no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of, or a failure to comply with, any term or requirement of any PermitGovernmental Permit listed or required to be listed on Schedule 3.21 or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or, termination of, or any modification to, any Governmental Permit listed or required to be listed on Schedule 3.21; (iii) the absence of which would be reasonably likely to have a Material Adverse Effect. Since January 1Company has not received, 2010 (and, to the knowledge of Sellers, at any time during the past five (5) years), neither the Target Companies nor any written notice or other written communication from any Governmental Entity or any other Person regarding (A) any actual, alleged, possible, or potential violation of their Subsidiaries have received or been subject failure to comply with any term or requirement of any Governmental Permit, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any written noticeGovernmental Permit; and (iv) all applications required to have been filed for the renewal of any Governmental Permits have been duly filed on a timely basis with the appropriate Governmental Bodies, charge, claim or assertion alleging any violations of Permits, nor and all other filings required to have been made with respect to such Governmental Permit have been duly made on a timely basis with the knowledge of Sellers, has any such written notice, charge, claim or assertion been threatenedappropriate Governmental Bodies. The Permits listed in Section 4.17 of the Sellers Disclosure Schedule represent all of the governmental licenses, approvals, consents, registrations, permits, franchises and other governmental authorizations that are necessary to entitle the Target Companies and their Subsidiaries to own or lease, operate and use their assets in all material respects and to carry on and conduct the Target Business in all material respects.3.22
Appears in 1 contract
Licenses, Permits and Authorizations. The Target Companies Section 2.13 of the ------------------------------------ Disclosure Schedule fairly and their Subsidiaries have accurately lists all material governmental licenses, permits, approvals, consents, registrationsauthorizations and regulatory matters relating to the business or products of the Company. All such material licenses, permits, franchises and other governmental authorizations required for the conduct of the business of the Target Companies and their Subsidiaries and the ownership and operation of the assets of the Target Companies and their Subsidiariesauthorizations, each as currently conducted (“Permits”) (except for Permits required under applicable Environmental Laws, as to which certain representations and warranties are made pursuant to Section 4.21. The operation of the business of the Target Companies and their Subsidiaries as currently conducted is not, and since January 1, 2010 (and, to the knowledge of Sellers, during the past five (5) years) has not been, in material violation of, nor are the Target Companies or any of their Subsidiaries in material default or violation under, any Permit required to be listed in Section 4.17 of the Sellers Disclosure Schedule, and, to the knowledge of Sellers, no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation of any term, condition or provision of any such Permit. All Permits required to be listed in Section 4.17 of the Sellers Disclosure Schedule are in full force and effect. There effect and there are no Actions (other than investigations) pending orproceedings pending, to the knowledge of Sellers, threatened (or to the knowledge of Sellersthe Company, any investigation by a Governmental Authority pending or threatened), threatened that seek the revocation, cancellation, suspension or adverse modification thereof. Such material licenses, permits, and authorizations, constitute all of the material licenses, permits and authorizations necessary to permit the Company to own, operate, use and maintain its assets and properties in the manner in which they are now operated and maintained and to conduct the business of the Company as currently conducted. All required filings with respect to such material licenses, permits and authorizations, have been timely made and all required applications for renewal thereof have been timely filed except for any Permitfailure to timely file any filing or application that may not reasonably result in the termination, nonrenewal or material adverse modification of the material Permit to which such filing or application relates. Except as disclosed in Section 2.13 of the Disclosure Schedule, the absence consummation of which would be reasonably likely to have the transactions contemplated by this Agreement will not cause a Material Adverse Effecttermination of, or interfere in any material respect with the Company's continued operation under, any such licenses, permits, approvals and other authorizations. Since January 1, 2010 (and, to To the knowledge of Sellersthe Company and the Seller, during the past five (5) years), neither the Target Companies nor any of their Subsidiaries have received or been subject to any written notice, charge, claim or assertion alleging any violations of Permits, nor to the knowledge of Sellers, has any such written notice, charge, claim or assertion been threatened. The Permits listed except as disclosed in Section 4.17 2.13 of the Sellers Disclosure Schedule represent all of Schedule, the governmental licenses, approvals, consents, registrations, permits, franchises Company has complied and other governmental authorizations that are necessary to entitle the Target Companies and their Subsidiaries to own or lease, operate and use their assets is in compliance in all material respects with all applicable laws, regulations and ordinances which are material to carry on and conduct the Target Business in all material respectsits business.
Appears in 1 contract
Licenses, Permits and Authorizations. The Target Companies and their Subsidiaries Laureate is the holder ------------------------------------ of each Permit pursuant to which Laureate conducts its business (other than those the failure of which to hold either individually or in the aggregate would not have all a material governmental licenses, approvals, consents, registrations, permits, franchises and other governmental authorizations required for the conduct of adverse effect on the business or financial condition of the Target Companies and their Subsidiaries and the ownership and operation of the assets of the Target Companies and their SubsidiariesLaureate), each as currently conducted (“Permits”) (except for which Permits required under applicable Environmental Laws, as to which certain representations and warranties are made pursuant to Section 4.21. The operation of the business of the Target Companies and their Subsidiaries as currently conducted is not, and since January 1, 2010 (and, to the knowledge of Sellers, during the past five (5) years) has not been, in material violation of, nor are the Target Companies or any of their Subsidiaries in material default or violation under, any Permit required to be listed in Section 4.17 of the Sellers Disclosure Schedule, and, to the knowledge of Sellers, no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation of any term, condition or provision of any such Permit. All Permits required to be listed in Section 4.17 of the Sellers Disclosure Schedule are in full force and effecteffect and constitute all Permits required to permit Laureate to operate or conduct its business now and immediately following the Condition Satisfaction Date. There are Laureate has no Actions (other than investigations) pending or, reasonable grounds to believe that any of the foregoing Permits will not in the ordinary course be renewed upon its expiration or that any new Permits required to operate or conduct its business immediately following the Condition Satisfaction Date will not be issued to the knowledge Tenants and/or the Surviving Operating Companies effective upon the Merger in the ordinary course of Sellers, threatened (or to business. The foregoing representations shall not be deemed inaccurate by reason of the knowledge ordinary expiration of Sellers, any investigation by a Governmental Authority pending or threatened), that seek the revocation, cancellation, suspension or adverse modification of any Permitroutine Permits, the absence renewal of which would is expected to be reasonably likely to have a Material Adverse Effectobtained in the ordinary course without interruption of existing operations. Since January 1Laureate has not breached, 2010 (and, to the knowledge of Sellers, during the past five (5) years), neither the Target Companies nor received in writing any of their Subsidiaries have received or been subject to any written notice, charge, claim or assertion alleging that it has breached, any violations of Permitsthe terms or conditions or any Permit in such manner (i) as would permit any other party to cancel, nor to the knowledge of Sellers, has terminate or amend any Permit or (ii) that any such written noticebreach or breaches singly or in the aggregate could materially and adversely affect the financial condition or results of operations, charge, claim business or assertion been threatened. The Permits listed in Section 4.17 prospects of the Sellers Disclosure Schedule represent all of the governmental licenses, approvals, consents, registrations, permits, franchises and other governmental authorizations that are necessary to entitle the Target Companies and their Subsidiaries to own or lease, operate and use their assets in all material respects and to carry on and conduct the Target Business in all material respectsLaureate.
Appears in 1 contract
Samples: Agreement to Merge (Nationwide Health Properties Inc)
Licenses, Permits and Authorizations. (a) The Target Companies operations of the Purchaser, the Parent and their respective Subsidiaries are being and have been conducted in compliance in all material governmental licensesrespects with all Applicable Laws, approvalsand to the Knowledge of the Purchaser, consentsnone of the Purchaser, registrationsAveon Holdings I GP Inc., permitsthe Parent or their respective Subsidiaries has been formally charged or is or has been under formal investigation with respect to any material violations of any Applicable Laws. The Purchaser, franchises the Parent and other governmental authorizations required their respective Subsidiaries hold all material Permits of each Governmental Authority which are necessary for the conduct operation of their respective businesses (as contemplated hereby and/or by the Registration Statement) except where a failure to have such Permit(s) would not have a Purchaser Material Adverse Effect. To the Knowledge of the business of the Target Companies Purchaser, such Permits are valid and their Subsidiaries and the ownership and operation of the assets of the Target Companies and their Subsidiaries, each as currently conducted (“Permits”) (except for Permits required under applicable Environmental Laws, as to which certain representations and warranties are made pursuant to Section 4.21. The operation of the business of the Target Companies and their Subsidiaries as currently conducted is not, and since January 1, 2010 (and, to the knowledge of Sellers, during the past five (5) years) has not been, in material violation of, nor are the Target Companies or any of their Subsidiaries in material default or violation under, any Permit required to be listed in Section 4.17 of the Sellers Disclosure Schedule, and, to the knowledge of Sellers, no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation of any term, condition or provision of any such Permit. All Permits required to be listed in Section 4.17 of the Sellers Disclosure Schedule are in full force and effect, and to the Knowledge of the Purchaser, no condition exists that with notice or lapse of time or both would constitute a default under any such Permits. There are no Actions (other than investigations) pending To the Knowledge of the Purchaser, none of such Permits will be terminated or become terminable, in whole or in part, as a result of the transactions contemplated hereby. None of the Purchaser, Aveon Holdings I GP Inc., the Parent or any of their respective Subsidiaries has received any written or, to the knowledge Knowledge of Sellersthe Purchaser, threatened (or to the knowledge of Sellers, oral notification from any investigation by a Governmental Authority pending or threatened), asserting that seek the revocation, cancellation, suspension or adverse modification of such Person is not in compliance in any Permit, the absence of which would be reasonably likely to have a Material Adverse Effect. Since January 1, 2010 (and, to the knowledge of Sellers, during the past five (5) years), neither the Target Companies nor material respect with any of their Subsidiaries have received the Applicable Laws that such Governmental Authority enforces or been subject that such Governmental Authority intends to revoke or suspend any written notice, charge, claim or assertion alleging any violations Permit necessary for the operation of Permits, nor to such Person’s business (as contemplated hereby and/or by the knowledge of Sellers, has any such written notice, charge, claim or assertion been threatened. The Permits listed in Section 4.17 of the Sellers Disclosure Schedule represent all of the governmental licenses, approvals, consents, registrations, permits, franchises and other governmental authorizations that are necessary to entitle the Target Companies and their Subsidiaries to own or lease, operate and use their assets in all material respects and to carry on and conduct the Target Business in all material respectsRegistration Statement).
Appears in 1 contract
