Common use of Actions; Orders; Permits Clause in Contracts

Actions; Orders; Permits. There is no pending or, to the Knowledge of Purchaser, threatened material Action, and, to the Knowledge of Purchaser, no pending or threatened investigations, in each case, to which Purchaser is subject or otherwise affecting its assets that have had or would reasonably be expected to have a Material Adverse Effect on Purchaser, nor, to the Knowledge of Purchaser, is there any reasonable basis for such Action or investigation to be made. There is no material Action that Purchaser has pending against any other Person. Purchaser is not subject to any material Orders of any Governmental Authority, nor are any such Orders pending. Purchaser holds all material Permits necessary to lawfully conduct its business as presently conducted, and to own, lease and operate its assets and properties, all of which are in full force and effect, except where the failure to hold such Permit or for such Permit to be in full force and effect have not had and would not reasonably be expected to have a Material Adverse Effect on Purchaser. None of Purchaser, its directors or officers, nor, any of it employees, agents, or any other Persons acting for or on behalf of Purchaser has, directly or knowingly indirectly (i) made, offered, promised, authorized, paid or received any unlawful bribes, kickbacks or other similar payments to or from any Person, (ii) made, offered, promised, authorized or paid any unlawful contributions to a domestic or foreign political party or candidate or (iii) otherwise took any actions, directly or indirectly, that would result in a violation of the U.S. Foreign Corrupt Practices Act of 1977 or any other local or foreign anti-corruption or bribery Law. None of Purchaser, its directors or officers, nor, any of its employees, agents, or any other Persons acting for or on behalf of Purchaser is or has been a Person named on any economic sanctions administered, enacted or enforced by any Governmental Authority.

Actions; Orders; Permits. There is no pending or, to the Knowledge of Purchaser, threatened material Action, and, to the Knowledge of Purchaser, no pending or threatened investigations, in each case, Action to which Purchaser is subject or otherwise affecting its assets that have had or which would not reasonably be expected to have a Material Adverse Effect on Purchaser, nor, to prevent or materially delay consummation of the Knowledge of Purchaser, is there any reasonable basis for such Action Contemplated Transactions or investigation to be madeotherwise prevent Purchaser Parties from performing its material obligations under this Agreement. There is no material Action that Purchaser has pending against any other Person. The Purchaser is not subject to any material Orders of any Governmental Authority, nor are any such Orders pending. The Purchaser holds all material Permits necessary to lawfully conduct its business as presently conducted, and to own, lease and operate its assets and properties, all of which are in full force and effect, except where the failure to hold such Permit Consent or for such Permit Consent to be in full force and effect have not had and would not reasonably be expected to have prevent or materially delay consummation of the Contemplated Transactions or otherwise prevent a Material Adverse Effect on PurchaserPurchaser Party from performing its material obligations under this Agreement. None To the Knowledge of PurchaserPurchaser Party, its none of their respective directors or officers, nor, any of it their respective employees, agents, or any other Persons acting for or on behalf of such Purchaser has, directly or knowingly indirectly Party has (i) made, offered, promised, authorized, paid or received any unlawful bribes, kickbacks or other similar payments to or from any Person, (ii) made, offered, promised, authorized or paid any unlawful contributions to a domestic or foreign political party or candidate or (iii) otherwise took made, offered, promised, authorized, paid or received any actions, directly or indirectly, that would result improper payment in a violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977 or any other local or foreign anti-corruption or bribery Law. None To the Knowledge of PurchaserPurchaser Party, its no Purchaser Party, none of their respective directors or officers, nor, nor any of its their employees, agents, or any other Persons acting for or on behalf of such Purchaser Party is or has been a Person named on any economic sanctions administered, enacted or enforced by any Governmental Authority.

Actions; Orders; Permits. There is no pending or, to the Knowledge of the Purchaser, threatened material Action, and, to the Knowledge of Purchaser, no pending or threatened investigations, in each case, Action to which the Purchaser is subject or otherwise affecting its assets that have had or which would reasonably be expected to have a Material Adverse Effect on Purchaser, nor, to the Knowledge of Purchaser, is there any reasonable basis for such Action or investigation to be made. There is no material Action that the Purchaser has pending against any other Person. The Purchaser is not subject to any material Orders of any Governmental Authority, nor are any such Orders pending. The Purchaser holds all material Permits necessary to lawfully conduct its business as presently conducted, and to own, lease and operate its assets and properties, all of which are in full force and effect, except where the failure to hold such Permit Consent or for such Permit Consent to be in full force and effect have not had and would not reasonably be expected to have a Material Adverse Effect on the Purchaser. None of PurchaserNeither the Purchaser nor the Merger Subs, its their directors or officers, nor, any of it their employees, agents, or any other Persons acting for or on behalf of any of the Purchaser or Merger Subs has, directly or knowingly indirectly (i) made, offered, promised, authorized, paid or received any unlawful bribes, kickbacks or other similar payments to or from any Person, (ii) made, offered, promised, authorized or paid any unlawful contributions to a domestic or foreign political party or candidate or (iii) otherwise took made, offered, promised, authorized, paid or received any actions, directly or indirectly, that would result improper payment in a violation of any Anti-Corruption Laws. Neither the U.S. Foreign Corrupt Practices Act of 1977 or any other local or foreign anti-corruption or bribery Law. None of PurchaserPurchaser nor the Merger Subs, its their directors or officers, nor, nor any of its their employees, agents, or any other Persons acting for or on behalf of any of the Purchaser and Merger Subs is or has been a Person named on any economic sanctions administered, enacted or enforced by any Governmental Authority.

Actions; Orders; Permits. There is no pending or, to the Knowledge of Purchaserthe SPAC, threatened material Action, and, to the Knowledge of Purchaserthe SPAC, no pending or threatened investigations, in each case, to which Purchaser the SPAC is subject or otherwise affecting its assets that have had or would reasonably be expected to have a Material Adverse Effect on Purchaserthe SPAC, nor, to the Knowledge of Purchaserthe SPAC, is there any reasonable basis for such Action or investigation to be made. There is no material Action that Purchaser the SPAC has pending against any other Person. Purchaser The SPAC is not subject to any material Orders of any Governmental Authority, nor are any such Orders pending. Purchaser The SPAC holds all material Permits necessary to lawfully conduct its business as presently conducted, and to own, lease and operate its assets and properties, all of which are in full force and effect, except where the failure to hold such Permit or for such Permit to be in full force and effect have not had and would not reasonably be expected to have a Material Adverse Effect on Purchaserthe SPAC. None of Purchaserthe SPAC, its directors or officers, nor, any of it employees, agents, or any other Persons acting for or on behalf of Purchaser the SPAC has, directly or knowingly indirectly (i) made, offered, promised, authorized, paid or received any unlawful bribes, kickbacks or other similar payments to or from any Person, (ii) made, offered, promised, authorized or paid any unlawful contributions to a domestic or foreign political party or candidate or (iii) otherwise took any actions, directly or indirectly, that would result in a violation of the U.S. Foreign Corrupt Practices Act of 1977 or any other local or foreign anti-corruption or bribery Law. None of Purchaserthe SPAC, its directors or officers, nor, any of its employees, agents, or any other Persons acting for or on behalf of Purchaser the SPAC is or has been a Person named on any economic sanctions administered, enacted or enforced by any Governmental Authority.