Permits and Licenses; Compliance with Laws. (a) Each of the Company and its subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of all Governmental Authorities necessary for the Company or its subsidiaries to own, operate, lease and otherwise hold their respective assets and to conduct their respective businesses as currently conducted (the “Company Permits”), all such Company Permits are in full force and effect, and no suspension or cancellation of any Company Permit is pending or, to the knowledge of the Company, threatened except where the failure to have, or the suspension or cancellation of, any of the Company Permits has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. None of the Company or its subsidiaries is in conflict with, or in default or violation of, (i) any Laws applicable to the Company or its subsidiaries or by which any property or asset of the Company or its subsidiaries is bound or affected, (ii) any of the Company Permits or (iii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or its subsidiaries is a party or by which the Company or its subsidiaries or any property or asset of the Company or its subsidiaries is bound or affected except for any such conflicts, defaults of violations that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Buyer true and complete copies of all material Company Permits.
Permits and Licenses; Compliance with Laws. 15.1 United States Permits, Licenses, and Laws.
Permits and Licenses; Compliance with Laws. (a) Part 4.16 of the Disclosure Schedule contains a list of all permits, licenses, notices and other approvals and authorizations of all Governmental Bodies issued to or held by Seller or the Subsidiary and relating to the Business as conducted prior to the Closing Date (collectively, the "Permits"). The Permits comprise all permits, licenses, notices and other approvals and authorizations of all Governmental Bodies which are necessary for conduct of Seller's and the Subsidiary's Business as conducted prior to the Closing Date, except where failure to have such Permit would not have a Seller Material Adverse Effect, and all of such Permits are in full force and effect as of the Closing Date.
Permits and Licenses; Compliance with Laws. Each of the Company and its subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, waivers, concessions, registrations, notices, approvals, orders or other authorizations of any Governmental Authority necessary for the Company or any of its subsidiaries to own, lease and operate the properties of the Company and its subsidiaries or to carry on its business in all respects as it is now being conducted (the “Company Permits”), and no suspension or cancellation of any of the Company Permits is pending or threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not be, and would not reasonably be expected to be material to the Company and its subsidiaries, taken as a whole. Section 4.6 of the Company Disclosure Letter lists each Company Permit material to the Company and its subsidiaries taken as a whole from any applicable Governmental Authority that is held by the Company or any of its subsidiaries and for which a notice, filing or consent will be required as a result of the entry into this Agreement, the Offer, the Offer Closing, the Merger or the consummation of any of the transactions contemplated by this Agreement. None of the Company or any of its subsidiaries is, and since January 1, 2012 none of the Company or any of its subsidiaries has been, in conflict with, or in default or violation of, (i) any Laws applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected or (ii) any of the Company Permits, except in each case for any such conflicts, defaults or violations that, individually or in the aggregate, would not be, and would not reasonably be expected to be material to the Company and its subsidiaries, taken as a whole. The Company and its subsidiaries will continue to have the use of and benefit of all Company Permits following consummation by the Company of the Merger or any of the transactions contemplated by this Agreement, except where the failure to have such Company Permits would not be, and would not reasonably be expected to be material to the Company and its subsidiaries, taken as a whole. No Company Permit is held in the name of any employee, officer, director, stockholder, agent or otherwise on behalf of the Company or its subsidiaries.
Permits and Licenses; Compliance with Laws. (a) Except as disclosed in Section 3.03 or 3.06(a) of the Disclosure Schedule and except as would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect, (i) the Sellers have or have in effect all permits, licenses, approvals, authorizations, registrations, qualifications and filings with and under all Federal, state, local and foreign laws and Governmental Authorities, that are required for the Sellers to operate the Business in the manner in which it is currently being operated (collectively, the “Required Permits”) and (ii) all such Required Permits are in full force and effect and no cancellation of the Required Permits is pending, or to the Knowledge of the Sellers, threatened.
Permits and Licenses; Compliance with Laws. Licensee shall secure, at no expense to CP, any permits or licenses required in connection with the Work and shall comply with all laws applicable to the Work and the use and operation of the Utility Line, including (but not limited to) any laws, standards, regulations, and permit requirements relating to environmental pollution or contamination or to occupational health and safety. Licensee shall indemnify and defend CP against any and all Claims arising out of or connected with the violation of any law by Licensee while on or about the Property.
Permits and Licenses; Compliance with Laws. To JGW's knowledge, JGW is in compliance with all federal, state and local laws, rules and regulations and all requirements of all governmental bodies or agencies having jurisdiction over it that materially affect the conduct of its business and affairs, except for such non-compliance which is not reasonably likely to have a material adverse effect on JGW or the transactions contemplated hereby. All material actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any governmental authority, that are necessary in connection with the performance by JGW under this Agreement and the Seller Transaction Documents to which it is a party and the conduct by JGW of its business as currently conducted have been obtained and are in full force and effect and are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) which are reasonably likely to have a material adverse impact on JGW's performance under this Agreement and the Seller Transaction Documents to which it is party.
Permits and Licenses; Compliance with Laws. Each of the Company and its subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders necessary for the Company or any of its subsidiaries to own, lease and operate the properties of the Company and its subsidiaries or to carry on its business as it is now being conducted (the “Company Permits”), and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. None of the Company or any of its subsidiaries is, and since January 1, 2011 has not been, in conflict with, or in default or violation of, (i) any Laws applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected or (ii) any of the Company Permits, except in each case for any such conflicts, defaults or violations that would not have, individually or in the aggregate, a Company Material Adverse Effect.
Permits and Licenses; Compliance with Laws. Except as set forth on Schedule 10.20, TXEN does not own any material permits, licenses, or other governmental authorizations, and none are required for the operation of the business as presently conducted. Neither the ownership of its assets by TXEN, nor the operation of its business as presently and ordinarily conducted, violates any applicable order, law, ordinance, code, or regulation. No investigation is pending or, to the best knowledge of TXEN, threatened concerning any such matter, and TXEN has not received any notice of any such violation and no basis therefor exists.
Permits and Licenses; Compliance with Laws. 13.1. United States Permits, Licenses, and Laws
