Common use of Compliance; Governmental Authorizations Clause in Contracts

Compliance; Governmental Authorizations. (a) Except as set forth on Schedule 4.14 of the Disclosure Letter, the Subject Business has not and is not being conducted in violation in any material respect of any Law, Order or Permit, including, without limitation, Environmental, Health and Safety Laws. Except as set forth on Schedule 4.14 of the Disclosure Letter, no investigation or review by any Governmental Entity with respect to the Company or any Subsidiary is pending or, to the Best Knowledge of the Company, threatened in writing, nor has any Governmental Entity notified the Company or any Subsidiary of its intention to conduct the same. The Company and the Subsidiaries have all material Permits necessary for the conduct of the Subject Business, including those required under any Environmental, Health and Safety Laws, such Permits are in full force and effect, no material violations are or have been recorded in respect of any thereof and no Proceeding is currently pending or, to the Best Knowledge of the Company, threatened in writing to revoke or limit any thereof. The Disclosure Letter contains a true and complete list of all material Permits under which the Company and the Subsidiaries are operating or bound, and the Company has furnished to Buyer true and complete copies thereof. (b) Neither the United States Food and Drug Administration nor any other Governmental Entity regulating the marketing, distribution, sale or advertising of any of the products currently sold, distributed or used in connection with the Subject Business has any pending request that any such product be removed from the market, that substantial new product testing be undertaken as a condition to the continued manufacturing, selling, distribution or use of any such product or that such product be modified in a way likely to have a Material Adverse Effect on the Company and the Subsidiaries, taken as a whole.

Compliance; Governmental Authorizations. (a) Except as set forth on Schedule 4.14 of the Disclosure Letter, the Subject Business Company's business currently being conducted, and has not and is not being conducted at any time in the past three years been conducted, in violation in any material respect of any Law, Order or Permit, including, without limitation, Environmental, Health and Safety Laws. Except as set forth on Schedule 4.14 of the Disclosure Letter, no investigation or review by any Governmental Entity with respect to Holding or the Company or any Subsidiary is pending or, to the Best Knowledge of the Company, threatened in writingthreatened, nor has any Governmental Entity notified Holding or the Company or any Subsidiary of its intention to conduct the same. The Company Holding and the Subsidiaries Company have all material Permits necessary for the conduct of the Subject Business, including those required under any Environmental, Health and Safety Laws, such their business. Such Permits are in full force and effect, no material violations are or have been recorded in respect of any thereof and no Proceeding is currently pending or, to the Best Knowledge of the Company, threatened in writing to revoke or limit any thereof. The Disclosure Letter contains a true and complete list of all material Permits under which Holding and the Company and the Subsidiaries are operating or bound, and the Company has furnished to Buyer true and complete copies thereof. (b) Neither the United States Food and Drug Administration nor any other Governmental Entity regulating the marketing, distribution, sale or advertising of any of the products currently sold, distributed or used in connection with the Subject Business Company's business has any pending request requested that any such product be removed from the market, that substantial new product testing be undertaken as a condition to the continued manufacturing, selling, distribution or use of any such product or that such product be modified in a way likely to have a Material Adverse Effect on Holding or the Company and the Subsidiaries, taken as a wholeCompany.

Compliance; Governmental Authorizations. (a) Except as set forth on Schedule 4.14 of the Disclosure Letter, The Company and the Subject Business has have been and are in compliance with all Laws, Orders or Permits applicable to its assets, properties, businesses and operations, except for such non-compliance as would not and is not being conducted in violation in any material respect of any Law, Order or Permit, including, without limitation, Environmental, Health and Safety Lawsbe reasonably anticipated to have a Material Adverse Effect. Except as set forth on Schedule 4.14 of the Disclosure Letter6.14(a), no investigation or review by any Governmental Entity with respect to the Company or any Subsidiary is pending or, to the Best Knowledge of the CompanySeller, threatened in writingthreatened, nor has any Governmental Entity notified the Company or any Subsidiary of its intention to conduct the same. , nor does there exist any basis therefor. (b) The Company and the Subsidiaries have has all material Permits necessary or advisable for its operations and the conduct of the Subject Business, including those required under any Environmental, Health and Safety Laws, such Permits are in full force and effect, no material violations are or have been recorded in respect of any thereof and no Proceeding is currently pending or, to the Best Knowledge of the CompanySeller, threatened in writing to revoke or limit any thereof. The Disclosure Letter Company has taken all action reasonably necessary to maintain each Permit. Schedule 6.14(b) contains a true true, correct and complete list of all material Permits under which the Company and the Subsidiaries are is operating or by which it or any of its assets or properties is bound, and the Company has furnished to Buyer true Purchasers true, correct and complete copies thereof. There is to the Knowledge of Seller no proposed change in any applicable Law which would require the Company or, to the Knowledge of the Seller, the Surviving Corporation to obtain any Permits not set forth on Schedule 6.14(b) in order to conduct the Subject Business as presently conducted or proposed to be conducted. None of the Permits set forth on Schedule 6.14(b) shall be adversely affected as a result of the Company’s execution and delivery of, or the performance of its obligations under, this Agreement, any Related Document or the consummation of the Merger or any of the other transactions contemplated hereby or thereby. The Company has delivered to the Purchasers a true and correct copy of each Permit. (bc) Neither the United States Food and Drug Administration nor any other No Governmental Entity regulating the marketing, distribution, sale or advertising of any of services performed by the products currently sold, distributed or used Company in connection with the Subject Business has any pending request requested in writing that any such product be removed from the market, that substantial new product testing be undertaken as a condition to the continued manufacturing, selling, distribution or use of any such product or that such product services be modified in a way likely any way. There is no Law, and, to have a Material Adverse Effect on the Knowledge of the Seller, there is no proposed or pending Law, which would prohibit or restrict the Company and from, or otherwise materially adversely, affect the SubsidiariesCompany in, taken conducting the Subject Business as a wholeit is now conducted or is proposed to be conducted in any jurisdiction in which it is now conducting or proposes to conduct business.

Compliance; Governmental Authorizations. (a) Except as set forth on Schedule 4.14 SCHEDULE 6.14 of the Disclosure Letter, the Subject Business business of the Company has not and is not being conducted in violation in any material respect of any Law, Order or Permit, including, without limitation, Environmental, Health and Safety Laws. Except as set forth on Schedule 4.14 SCHEDULE 6.14 of the Disclosure Letter, no investigation or review by any Governmental Entity with respect to the Company or any Subsidiary is pending or, to the Best Knowledge of the Company, threatened in writingthreatened, nor has any Governmental Entity notified the Company or any Subsidiary of its intention to conduct the same. The Company and the Subsidiaries have has all material Permits necessary for the conduct of the Subject Business, including those required under any Environmental, Health and Safety Laws, such Permits are in full force and effect, no material violations are or have been recorded in respect of any thereof and no Proceeding is currently pending or, to the Best Knowledge of the Company, threatened in writing to revoke or limit any thereof. The SCHEDULE 6.14 of the Disclosure Letter contains a true and complete list of all material Permits under which the Company and the Subsidiaries are is operating or bound, and the Company has furnished to Buyer Purchaser true and complete copies thereof. (b) Neither the United States Food and Drug Administration nor any other No Governmental Entity regulating the design, manufacture, production, marketing, distribution, sale or advertising of any of the products currently sold, distributed or used in connection with the Subject Business has any pending request requested that any such product be removed from the market, removed from any installation of any product or recalled, or that substantial new product testing be undertaken as a condition to the continued manufacturing, production, selling, distribution or use of any such product or that such product be modified in a way likely to have a Material Adverse Effect on the Company and the Subsidiaries, taken as a wholeCompany.