Business; Compliance with Laws. The Company has all necessary franchises, permits, licenses and other rights and privileges necessary to permit it to own its property and to conduct its business as it is presently or contemplated to be conducted. The Company is currently and has heretofore been in compliance in all material respects with all federal, state, local and foreign laws and regulations.
Business; Compliance with Laws. The Company has all material franchises, permits, licenses, orders, approvals and all other rights and privileges necessary to permit it to own its property and to conduct its business as it is presently conducted and as it is presently contemplated to be conducted (collectively, "Permits"). Such Permits are in full force and effect. The Company is not in violation in any respect of any Requirement of Law, Judgment or Permit. The Company is in compliance, in all respects, with all material federal, state and local laws and regulations (including all applicable environmental laws and regulations, whether material or immaterial) relating to its business as presently conducted. Neither the Company nor any officer or director of the Company has been (a) subject to voluntary or involuntary petition under the federal bankruptcy laws or any state insolvency law or the appointment of a receiver, fiscal agent or similar officer by a court for its or his business or property; (b) convicted in a criminal proceeding or named as a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (c) subject to any Judgment (not subsequently reversed, suspended or vacated) permanently or temporarily enjoining it or him from, or otherwise imposing limits or conditions on its or his, engaging in any securities, investment advisory, banking, insurance or other type of business or acting as an officer or director of a public company; or (d) found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated any federal or state commodities, securities or unfair trade practices law, which such judgment or finding has not been subsequently reversed, suspended, or vacated.
Business; Compliance with Laws. The Corporation (i) is in compliance with, in all respects all Legal Requirements applicable to it and its business and (ii) has all material federal, state, local and foreign governmental licenses and permits (collectively, "Permits") used or necessary in the conduct of its business. Such Permits are in full force and effect, no violations with respect to any thereof are recorded, no legal proceeding is pending or, to the best knowledge of the Corporation, threatened to revoke or limit any thereof.
Business; Compliance with Laws. Except for those which would not reasonably be expected to have a Second Closing Material Adverse Effect, each Company and each of their respective subsidiaries has all necessary franchises, permits, licenses and other rights and privileges necessary to permit it to own its property and to conduct its business as is presently conducted. No Company nor any of their respective subsidiaries is in violation of any law, regulation, authorization or order material to the ownership of its properties or the carrying on of its business as presently conducted.
Business; Compliance with Laws. Each Borrower (i) is in compliance with, in all respects all legal requirements applicable to it and its business and (ii) has all material federal, state, local and foreign governmental licenses and permits (collectively, "Permits") used or necessary in the conduct of its business. Such Permits are in full force and effect, no violations with respect to any thereof are recorded, no legal proceeding is pending or, to the best knowledge of each Borrower, threatened to revoke or limit any thereof.
Business; Compliance with Laws. The Company has all necessary ------------------------------ franchises, permits, licenses and other rights and privileges necessary to permit it to own its property and to conduct its business as it is presently conducted except where the failure to have would not have a Material Adverse Effect. To the Company's knowledge, the Company is currently and has heretofore been in compliance in all material respects with all federal, state and local laws and regulations.
Business; Compliance with Laws. The Buyer has all necessary franchises, permits, licenses and other rights and privileges necessary to permit it to own its property and to conduct its business as it is presently or contemplated to be conducted and is not in default in any material respect under any of such franchises, permits, licenses and other similar rights and privileges. The Buyer is currently and has heretofore been in compliance in all material respects with all federal, state, local and foreign laws and regulations.
Business; Compliance with Laws. Transcend has all material franchises, permits, licenses and other rights and privileges necessary to permit it to own its property and to conduct its business as is presently conducted. Transcend is not in material violation of any law, regulation, authorization or order of any public authority relevant to the ownership of its properties or the carrying on of its business as it is presently conducted.
Business; Compliance with Laws. Acquiror has all necessary ------------------------------ franchises, permits, licenses, authorizations and other rights and privileges necessary to permit it to own its property and to conduct its business as currently conducted. All such franchises, permits, licenses, and authorizations are in full force and effect. Acquiror is not in violation of any law, statute, or regulation which may have a materially adverse impact on the business or prospects of Acquiror nor is Acquiror in violation of any judgment, injunction, order or decree relevant to its securities, the ownership of its properties, or the carrying on of its business.
Business; Compliance with Laws. Seller has all necessary material ------------------------------ franchises, permits, licenses and other rights and privileges necessary to permit it to own its property and to conduct the Business as it is presently conducted. Seller is currently and has heretofore been in compliance in all material respects with all federal, state, local and foreign laws, regulations and guidelines, including without limitation all applicable laws, regulations and guidelines of the Food and Drug Administration, the Federal Trade Commission, the Federal Communications Commission, the American Medical Association and the Pharmaceutical Marketing Association, in each case to the extent applicable. Schedule 2.10 contains a complete and accurate description ------------- of the status of Seller's accreditation status with the Accreditation Council for Continuing Medical Education (the "ACCME"), the American Council on Pharmaceutical Education (the "ACPE"), and the pending accreditation with the Pennsylvania Nurses Association ("PNA"), and each additional action required to be taken by Seller, the ACCME, the ACPE or the PNA in order for Seller to obtain full accreditation from each of the ACCME, the ACPE and the PNA. Seller has no knowledge that any other consent of either the ACCME or the ACPE is required in order for Seller's accreditation status to remain in full force and effect following the transactions contemplated by this Agreement. Seller has no knowledge that the current director of the Seller's various continuing education divisions or any person who was "accredited" by the ACCME or the ACPE does not plan to accept employment with Buyer after the Closing. None of Seller, the Stockholder or any former subsidiary of Seller has been: (a) convicted in a criminal proceeding or named as a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (b) subject to any order, judgment, or decree (not subsequently reversed, suspended or vacated) of any court of competent jurisdiction permanently or temporarily enjoining it or him from, or otherwise imposing limits or conditions on its or his engaging in any securities, investment advisory, banking, insurance or other type of business or acting as an officer or director of a public company; (c) found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission ("SEC") or the Commodity Futures Trading Commission to have violated any federal or state co...
