Compliance with Permits and Laws Clause Samples

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. 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. 6.2 Licensee represents and warrants that during the term of this Agreement, it will not use or employ the Premises, or any other City owned property, to handle, transport, store or dispose of any hazardous materials and that it will not conduct any activity on the Premises or other City- owned property in violation of any applicable environmental laws. 6.3 Licensee represents and covenants that it will comply, and require its concessionaires to comply, with all applicable laws, codes and ordinances, including, but not limited to, the Americans with Disabilities Act (“ADA”), the Florida Building Code, all laws prohibiting discrimination, planning, zoning, traffic, environmental laws, and regulations. 6.4 Licensee represents and warrants that it is aware of the restrictions contained in Sections 22-180 through 22-185 of the Code of the City of Miami entitled “Handbills” and that it will comply with all of the requirements therein with respect to the distribution of commercial handbills. Should Licensee fail to comply, it shall be responsible for the payment of any fine the City may impose upon the City. Payment for fines imposed must be made within ten (10) days of receipt thereof. 6.5 Licensee accepts this Agreement and hereby acknowledges that Licensee's strict compliance with all applicable federal, state and local laws, permits, approvals, ordinances, rules, and regulations (collectively sometimes referred to as: “law” or “laws”) is a condition of this Agreement, and Licensee, and any of its employees, agents or performers, shall comply therewith as the same presently exist and as they may be amended hereafter. This Agreement shall be construed and enforced according to the laws of the State of Florida.

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. (b) Except as set forth on Schedule 4.13, OPHI is, and at all times has been, in material compliance with each Legal Requirement that is or was applicable to it or to the conduct or operation of its business or the ownership or use of any of its assets; (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by OPHI of, or a failure on the part of OPHI to comply with, any Legal Requirement, or (B) may give rise to any obligation on the part of OPHI to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (iii) OPHI has not received, at any time since the date of OPHI’s most recent audited financial statements, any notice or other communication (whether oral or written) from any Governmental Authority or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of OPHI to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. Except as set forth on Schedule 4.13, OPHI has not received, at any time since the date of OPHI’s most recent audited financial statements, any notice or other communication (whether oral or written) from any Governmental Authority or any other Person regarding (x) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization or (y) any actual, proposed, possible, or potential revocat...

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. (b) Schedule 5.15(b) lists all Permits obtained by the Sellers in connection with the ownership or operation of the Wheatland Facility and the Site and all consent orders to which any Seller is subject. The Seller Parties have provided or made available to the Buyers true, correct and complete copies of all Permits and consent orders. All such Permits have become final and nonappealable and, except as would, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect, are valid and in full force and effect.

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. Except for such of the following as would not have a Thor Material Adverse Effect: (i) Thor, its Subsidiaries and, to the knowledge of Thor, the Thor Key Joint Ventures are in possession of all franchises, grants, licenses, permits, easements, variances, exemptions, consents, certificates, approvals, registrations, clearances, orders and other Authorizations necessary for Thor, its Subsidiaries and, to the knowledge of Thor, the Thor Key Joint Ventures to own, lease and operate their respective properties and assets and to carry on their respective businesses as now being conducted, under and pursuant to all applicable Laws (the “Thor Permits”), (ii) all such Thor Permits are in full force and effect, and (iii) as of the date of this Agreement, no suspension, cancelation, withdrawal or revocation thereof is pending or, to the knowledge of Thor, threatened. Thor has complied with and is not in violation of any applicable Laws or Thor Permits other than non-compliance or violations which would not, individually or in the aggregate, result in a Thor Material Adverse Effect.

Compliance with Permits and Laws. Except as disclosed in Disclosure Schedule 9.4.2 or where the failure to comply would not have a Material Adverse Effect, each Group Company is in compliance with applicable laws and the Permits (as in effect, enforced and interpreted on the Signing Date) in the jurisdictions under which such Group Company is organized or conducts business. No Group Company has received any written notice from a Governmental Authority of any material failure to comply with any applicable law or the terms of any Permit except as disclosed in Disclosure Schedule 9.4.2. No Permits will be subject to suspension, material modification, revocation or non-renewal as a result of the execution and delivery of this Agreement by Sellers, or the performance by Sellers of the transactions contemplated hereby. No material consent of, or registration, declaration or filing with, any Governmental Authority is required to be obtained or made by or with respect to the Group Companies in connection with (A) the execution of this Agreement by Sellers and the performance by Sellers of the transactions contemplated hereby or (B) the ownership by Purchaser and its Affiliates of the Group Companies following the Closing, other than those specifically enumerated herein. The representations contained in this Section 9.4.2 shall not apply to any laws or Permits relating to Real Property, Intellectual Property, rights, Litigation and Products Liability issues, Environmental Matters or Tax matters, which shall be exclusively governed by Sections 9.7, 9.8, 9.13, 9.14, 9.15 and 12.

Compliance with Permits and Laws. Participant shall carry out the Program Activities in conformity with all applicable laws, regulations, and rules of governmental agencies having jurisdiction, including without limitation all applicable federal and state fair labor standards, including the payment of prevailing wages, if required, and all applicable conditions and requirements of the Program Requirements.

Compliance with Permits and Laws. Seller has all Permits (other than -------------------------------- with respect to Environmental Laws, which are addressed in Section 5.10) ------------- necessary to own, operate and maintain the assets used in connection with the Ohio T&D 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 material compliance with all Permits and Laws of all Governmental Entities applicable to it with respect to the Ohio T&D Business, including Laws applicable to the Substation Property and other Transferred Easements. Each Permit is in full force and effect and, except as may be required in connection with the transactions contemplated by this Agreement, is not subject to any appeals or further proceedings or to any unsatisfied condition that may allow modification or revocation.