Compliance; Permits. (a) The Company and each of its Subsidiaries is, and for the past five (5) years has been, conducting its business and operations, and otherwise is, and has for the past five (5) years been, in compliance in all material respects with all applicable Laws and Material Permits. Neither the Company nor its Subsidiaries have received any written or, to the knowledge of the Company, oral communication from any Governmental Authority in the past five (5) years alleging noncompliance in any material respect with any applicable Law. (b) The Company and each of its Subsidiaries (and their respective employees who are legally required to be licensed by a Governmental Authority in order to perform his or her duties with respect to his or her employment with any Acquired Company), owns or holds all material Permits necessary to, in each case in all material respects, lawfully conduct its business as presently conducted and as currently contemplated to be conducted, and to own, lease and operate its assets and properties (the “Material Permits”). Section 3.12(b) of the Company Disclosure Schedule sets forth a correct and complete list of each Material Permit. All of the Material Permits are in full force and effect, and no suspension or cancellation of any of the Material Permits is pending or, to the Company’s knowledge, threatened. Neither the Company nor any of its Subsidiaries is in material default or material violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a material default or material violation) of any term, condition or provision of any of its Material Permits. (c) Section 3.12(c) of the Company Disclosure Schedule sets forth the applicable registrations of the Company and each of its Subsidiaries with the Card Associations and NACHA. The Company and each of its Subsidiaries is, and for the past five (5) years has been, in compliance in all material respects with the applicable rules of the Card Associations and NACHA. To the knowledge of the Company, there is currently no (and since January 1, 2014 there has not been any) material investigation, proceeding or disciplinary action pending or threatened in writing against the Company or any of its Subsidiaries by a Card Association or NACHA. (d) Since January 1, 2014, to the knowledge of the Company, there has not been any unauthorized access, unauthorized acquisition, unauthorized disclosure or theft of Sensitive Data from the Company or any of its Subsidiaries that occurred while such Sensitive Data was in the possession or control of the Company or any of its Subsidiaries, nor to the knowledge of the Company, has any Acquired Company received any written complaint relating to an improper use or disclosure of, or a breach in the security of, any such information or data, except in each case, as has not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. Each Acquired Company is, and for the past five (5) years has been, in compliance in all material respects with all applicable Contract requirements relating to privacy, personal data protection, and the collection, processing and use of personal information and its own privacy policies and guidelines, except as has not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Thunder Bridge Acquisition LTD), Agreement and Plan of Merger (Thunder Bridge Acquisition LTD), Agreement and Plan of Merger (Thunder Bridge Acquisition LTD)
Compliance; Permits. (a) The Each of the Company and its subsidiaries, and each of its Subsidiaries is, and for the past five (5) years has been, conducting its business subsidiaries' properties and operations, and otherwise is, and has for the past five (5) years been, are in compliance in all material respects with all foreign, federal, state and local statutes, laws, rules, regulations, ordinances, orders, judgments, decrees and other authorizations and approvals of Governmental Entities (collectively, "Laws"), applicable Laws and to the Company or any of its subsidiaries or by which any of its or any of its subsidiaries' properties or operations is bound or affected, except where any such non-compliance would not have a Company Material PermitsAdverse Effect. Neither the Company nor any of its Subsidiaries have subsidiaries has received any notice or other communication (whether written or oral) from any Governmental Entity regarding any actual, alleged, possible or potential violation of, or any failure to comply with, any Law, except where any such violation or failure to comply would not have a Company Material Adverse Effect.
(b) Each of the Company and its subsidiaries possesses all permits, licenses, consents, franchises, orders, approvals, certifications, registrations and authorizations from Governmental Entities necessary to enable it to continue to own, lease, operate and use its assets and properties and conduct its business as presently conducted, including all permits, licenses, consents, franchises, orders, approvals, certifications, registrations and authorizations required under applicable Environmental Laws (collectively, the "Company Permits"), except where the failure to possess any of the foregoing would not have a Company Material Adverse Effect. All of the Company Permits are valid and in full force and effect, except where any such invalidity would not have a Company Material Adverse Effect, and there is no proceeding pending to revoke, cancel, rescind, refuse to renew in the ordinary course or modify any of the Company Permits. Each of the Company and its subsidiaries is in compliance with the terms and conditions of the Company Permits and with all material requirements, standards and procedures of the Governmental Entities that issued them, and with any limitation or, to the knowledge of the Company, oral communication from proposed limitation on any Governmental Authority in the past five (5) years alleging noncompliance in any material respect with any applicable Law.
(b) The Company and each of its Subsidiaries (and their respective employees who are legally required to be licensed by Permit, except where such non-compliance would not have a Governmental Authority in order to perform his or her duties with respect to his or her employment with any Acquired Company), owns or holds all material Permits necessary to, in each case in all material respects, lawfully conduct its business as presently conducted and as currently contemplated to be conductedCompany Material Adverse Effect, and the Company has no reasonable basis to own, lease believe that the business will not remain capable of continued operation consistent with past practice and operate its assets in compliance with the terms and properties (the “Material Permits”). Section 3.12(b) conditions of the Company Disclosure Schedule sets forth a correct and complete list of each Material Permit. All Permits following consummation of the Material Permits are in full force and effect, and no suspension or cancellation of any of the Material Permits is pending or, to the Company’s knowledge, threatened. Neither the Company nor any of its Subsidiaries is in material default or material violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a material default or material violation) of any term, condition or provision of any of its Material Permitstransactions contemplated by this Agreement.
(c) Section 3.12(c) of the Company Disclosure Schedule sets forth the applicable registrations of the Company and each of its Subsidiaries with the Card Associations and NACHA. The Company and each of its Subsidiaries is, and for the past five (5) years has been, in compliance in all material respects with the applicable rules of the Card Associations and NACHA. To the knowledge of the Company, there is currently no (and since January 1, 2014 there has not been any) material investigation, proceeding or disciplinary action pending or threatened in writing against the Company or any of its Subsidiaries by a Card Association or NACHA.
(d) Since January 1, 2014, to the knowledge of the Company, there has not been any unauthorized access, unauthorized acquisition, unauthorized disclosure or theft of Sensitive Data from the Company or any of its Subsidiaries that occurred while such Sensitive Data was in the possession or control of the Company or any of its Subsidiaries, nor to the knowledge of the Company, has any Acquired Company received any written complaint relating to an improper use or disclosure of, or a breach in the security of, any such information or data, except in each case, as has not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. Each Acquired Company is, and for the past five (5) years has been, in compliance in all material respects with all applicable Contract requirements relating to privacy, personal data protection, and the collection, processing and use of personal information and its own privacy policies and guidelines, except as has not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 3 contracts
Samples: Merger Agreement (Triple Crown Media, Inc.), Merger Agreement (Gray Television Inc), Merger Agreement (Bull Run Corp)
Compliance; Permits. (a) The Company Each of TCM and its subsidiaries, and each of its Subsidiaries is, and for the past five (5) years has been, conducting its business subsidiaries' properties and operations, are in compliance with all Laws, applicable to TCM or any of its subsidiaries or by which any of its or any of its subsidiaries' properties or operations is bound or affected, except where any such non-compliance would not have a TCM Material Adverse Effect. Neither TCM nor any of its subsidiaries has received any notice or other communication (whether written or oral) from any Governmental Entity regarding any actual, alleged, possible or potential violation of, or any failure to comply with, any Law, except where any such violation or failure to comply would not have a TCM Material Adverse Effect.
(b) Each of TCM and otherwise isits subsidiaries possesses all permits, licenses, consents, franchises, orders, approvals, certifications, registrations and authorizations from Governmental Entities necessary to enable it to continue to own, lease, operate and use its assets and properties and conduct its business as presently conducted, including all permits, licenses, consents, franchises, orders, approvals, certifications, registrations and authorizations required under applicable Environmental Laws (collectively, the "TCM Permits"), except where the failure to possess any of the foregoing would not have a TCM Material Adverse Effect. All of the TCM Permits are valid and in full force and effect, except where any such invalidity would not have a TCM Material Adverse Effect, and has for there is no proceeding pending to revoke, cancel, rescind, refuse to renew in the past five (5) years been, ordinary course or modify any of the TCM Permits. Each of TCM and its subsidiaries is in compliance in with the terms and conditions of the TCM Permits and with all material respects requirements, standards and procedures of the Governmental Entities that issued them, and with all applicable Laws and Material Permits. Neither the Company nor its Subsidiaries have received any written limitation or, to the knowledge of the CompanyTCM, oral communication from proposed limitation on any Governmental Authority in the past five (5) years alleging noncompliance in any material respect with any applicable Law.
(b) The Company and each of its Subsidiaries (and their respective employees who are legally required to be licensed by a Governmental Authority in order to perform his or her duties with respect to his or her employment with any Acquired Company), owns or holds all material Permits necessary to, in each case in all material respects, lawfully conduct its business as presently conducted and as currently contemplated to be conducted, and to own, lease and operate its assets and properties (the “Material Permits”). Section 3.12(b) of the Company Disclosure Schedule sets forth a correct and complete list of each Material TCM Permit. All of the Material Permits are in full force and effect, and no suspension or cancellation of any of the Material Permits is pending or, to the Company’s knowledge, threatened. Neither the Company nor any of its Subsidiaries is in material default or material violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a material default or material violation) of any term, condition or provision of any of its Material Permits.
(c) Section 3.12(c) of the Company Disclosure Schedule sets forth the applicable registrations of the Company and each of its Subsidiaries with the Card Associations and NACHA. The Company and each of its Subsidiaries is, and for the past five (5) years has been, in compliance in all material respects with the applicable rules of the Card Associations and NACHA. To the knowledge of the Company, there is currently no (and since January 1, 2014 there has not been any) material investigation, proceeding or disciplinary action pending or threatened in writing against the Company or any of its Subsidiaries by a Card Association or NACHA.
(d) Since January 1, 2014, to the knowledge of the Company, there has not been any unauthorized access, unauthorized acquisition, unauthorized disclosure or theft of Sensitive Data from the Company or any of its Subsidiaries that occurred while such Sensitive Data was in the possession or control of the Company or any of its Subsidiaries, nor to the knowledge of the Company, has any Acquired Company received any written complaint relating to an improper use or disclosure of, or a breach in the security of, any such information or data, except in each case, as has not had and where such non-compliance would not be reasonably likely to have, individually or in the aggregate, have a TCM Material Adverse Effect. Each Acquired Company is, and for TCM has no reasonable basis to believe that the business will not remain capable of continued operation consistent with past five (5) years has been, practice and in compliance in all material respects with all applicable Contract requirements relating to privacy, personal data protection, the terms and conditions of the collection, processing and use TCM Permits following consummation of personal information and its own privacy policies and guidelines, except as has not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effecttransactions contemplated by this Agreement.
Appears in 3 contracts
Samples: Merger Agreement (Gray Television Inc), Merger Agreement (Triple Crown Media, Inc.), Merger Agreement (Bull Run Corp)
Compliance; Permits. (a) The Company Except with respect to the illegality of cannabis under United States federal Law, Parent and each of its Subsidiaries is, and for the past five (5) years each has been, conducted and is conducting its business and operations, and otherwise is, and has for the past five (5) years beenbusiness, in compliance in with, all material respects with all Laws or Orders applicable Laws and Material Permits. Neither the Company nor its Subsidiaries have received any written or, to the knowledge of the Company, oral communication from any Governmental Authority in the past five (5) years alleging noncompliance in any material respect with any applicable Law.
(b) The Company and each of its Subsidiaries (and their respective employees who are legally required to be licensed by a Governmental Authority in order to perform his or her duties with respect to his or her employment with any Acquired Company), owns or holds all material Permits necessary to, in each case in all material respects, lawfully conduct its business as presently conducted and as currently contemplated to be conducted, and to own, lease and operate its assets and properties (the “Material Permits”). Section 3.12(b) of the Company Disclosure Schedule sets forth a correct and complete list of each Material Permit. All of the Material Permits are in full force and effect, and no suspension or cancellation of any of the Material Permits is pending or, to the Company’s knowledge, threatened. Neither the Company nor any of its Subsidiaries is in material default or material violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a material default or material violation) of any term, condition or provision of any of its Material Permits.
(c) Section 3.12(c) of the Company Disclosure Schedule sets forth the applicable registrations of the Company and each of its Subsidiaries with the Card Associations and NACHA. The Company and each of its Subsidiaries is, and for the past five (5) years has been, in compliance in all material respects with the applicable rules of the Card Associations and NACHA. To the knowledge of the Company, there is currently no (and since January 1, 2014 there has not been any) material investigation, proceeding or disciplinary action pending or threatened in writing against the Company Parent or any of its Subsidiaries or by a Card Association or NACHA.
(d) Since January 1, 2014, to the knowledge of the Company, there has not been any unauthorized access, unauthorized acquisition, unauthorized disclosure or theft of Sensitive Data from the Company which Parent or any of its Subsidiaries that occurred while such Sensitive Data was in the possession or control of the Company or any of its Subsidiaries, nor to the knowledge of the Company, has any Acquired Company received any written complaint relating to an improper use their respective businesses or disclosure of, or a breach in the security of, any such information or dataproperties is bound, except in each case, as has not had and for such non-compliance that would not reasonably be reasonably likely expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Each Acquired Company isSince [September 30], and for the past five (5) years 2018, no Governmental Entity has been, issued any notice or notification stating that Parent or any of its Subsidiaries is not in compliance in all material respects with all applicable Contract requirements relating to privacy, personal data protection, and the collection, processing and use of personal information and its own privacy policies and guidelinesany Law, except as has not had and where such non-compliance would not reasonably be reasonably likely expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
(b) Neither Parent nor its Subsidiaries has, directly or indirectly, (i) made or authorized any contribution, payment or gift of funds or property to any official, employee or agent of any Governmental Entity of any jurisdiction; or (ii) made any contribution to any candidate for public office, in either case, where either the payment or the purpose of such contribution, payment of gift was, is, or would be prohibited under the United States Foreign Corrupt Practices Act of 1977, as amended, the Canada Corruption of Foreign Public Officials Act (Canada), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) or the rules and regulations promulgated thereunder or under any other Law of any relevant jurisdiction covering a similar subject matter applicable to Parent, its Subsidiaries and their operations. The operations of Parent and its Subsidiaries are and have been conducted at all times in compliance with the Currency and Foreign Transactions Reporting Act of 1970, as amended, and all applicable anti-money laundering Laws in its jurisdiction of incorporation and in each other jurisdiction in which such entity, as the case may be, conducts business (collectively, the “Money Laundering Laws”), and no Action involving Parent or its Subsidiaries with respect to any of the Money Laundering Laws is pending or, to Parent's Knowledge, threatened or contemplated.
(c) Parent and its Subsidiaries hold, to the extent necessary to operate their respective businesses as such businesses are being operated as of the date hereof, all Permits except for any Permits for which the failure to obtain or hold would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. No suspension, cancellation, non-renewal, or adverse modifications of any Permits of Parent or any of its Subsidiaries is pending or, to the Knowledge of Parent, threatened, except for any such suspension or cancellation which would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent and each of its Subsidiaries is and, since [September 30], 2018, has been in compliance with the terms of all Permits, except where the failure to be in such compliance would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
Appears in 3 contracts
Samples: Merger Agreement (Acreage Holdings, Inc.), Merger Agreement, Merger Agreement
Compliance; Permits. Except as set forth on Section 3.1(e) of the Company Disclosure Schedule:
(ai) The the Company owns or possesses all Licenses and each Permits, other than Licenses and Permits the failure of its Subsidiaries iswhich to own or possess does not and could not reasonably be expected to have a Material Adverse Effect;
(ii) no loss of any Licenses and Permits is pending in any Proceeding or, to the Knowledge of the Company, has been threatened by a Governmental Authority, except for normal expirations in accordance with the terms thereof or applicable law or regulation which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and
(iii) the Company has at all times since January 1, 1998 complied, and for will (immediately following the past five (5Effective Time after giving effect to the Merger contemplated hereby) years has beencontinue to be in compliance, conducting its business and operations, and otherwise is, and has for the past five (5) years been, in compliance in all material respects with (A) all terms and conditions of all material Licenses and Permits and (B) all laws and regulations of all Governmental Authorities applicable Laws and Material Permits. Neither to the business of the Company nor its Subsidiaries have (including through incorporation by reference into any Government Contract), and it has not received any written or, notice of any pending or threatened Proceeding alleging a failure to the knowledge comply with either (A) or (B) of the Company, oral communication from any Governmental Authority in the past five (5this Section 3.1(e)(iii) years alleging noncompliance in any material respect with any applicable Law.which could reasonably be expected to have a Material Adverse Effect;
(biv) The Company and each of its Subsidiaries (and their respective employees who are legally required to be licensed by a Governmental Authority in order to perform his or her duties with respect to his or her employment with any Acquired Company), owns or holds all material Permits necessary to, in each case in all material respects, lawfully conduct its business as presently conducted and as currently contemplated to be conducted, and to own, lease and operate its assets and properties (the “Material Permits”). Section 3.12(b) of the Company Disclosure Schedule sets forth a correct and complete list of each Material Permit. All of the Material Permits are in full force and effect, and no suspension or cancellation of any of the Material Permits is pending or, to the Company’s knowledge, threatened. Neither neither the Company nor any of its Subsidiaries is or has been party to any contract or arrangement with any other Person which, in any material default respect, violates, has violated or material violation (and no event has occurred thatbeen alleged by any Governmental Authority to violate, with notice applicable anti-trust law, anti-competition law or the lapse of time any similar law or both, would constitute a material default or material violation) regulation of any term, condition or provision of Governmental Authority;
(v) neither the Company nor any of its Material Permits.
Subsidiaries has been the subject of a debarment, suspension or exclusion from participation in programs funded by any Governmental Authority or in the award of any Government Contract, nor are any of them listed on the List of Parties Excluded from Federal Procurement and Nonprocurement Programs (c) Section 3.12(c) the “Listing”), nor to the Knowledge of the Company Disclosure Schedule sets forth has any such debarment, suspension or exclusion proceeding or proposed addition to the applicable registrations of the Company and each of its Subsidiaries with the Card Associations and NACHA. The Company and each of its Subsidiaries is, and for Listing been initiated in the past five (5) years years; and
(vi) no determination has been, in compliance in all material respects with the applicable rules of the Card Associations and NACHA. To the knowledge of the Company, there is currently no (and since January 1, 2014 there has not been any) material investigation, proceeding or disciplinary action pending or threatened in writing against made by a Governmental Authority that the Company or any of its Subsidiaries by or their respective predecessors are nonresponsible or ineligible for an award of a Card Association or NACHA.
Government Contract within the past five (d5) Since January 1years, 2014, nor to the knowledge Knowledge of the CompanyCompany has any Governmental Authority threatened debarment, there has not been any unauthorized access, unauthorized acquisition, unauthorized disclosure suspension or theft of Sensitive Data from the Company or any of its Subsidiaries that occurred while such Sensitive Data was in the possession or control of exclusion proceedings with respect to the Company or any of its Subsidiaries, nor to the knowledge of the Company, has any Acquired Company received any written complaint relating to an improper use or disclosure of, or a breach in the security of, any such information or data, except in each case, as has not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. Each Acquired Company is, and for the past five (5) years has been, in compliance in all material respects with all applicable Contract requirements relating to privacy, personal data protection, and the collection, processing and use of personal information and its own privacy policies and guidelines, except as has not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Great Lakes Dredge & Dock Corp)
Compliance; Permits. (a) The Company and each its Subsidiaries are and have been in material compliance with and are not in material default or violation of (and have not received any notice of material non-compliance, default or violation with respect to) any Law applicable to the Company or any of its Subsidiaries isor by which any of their respective properties is bound or affected (including, without limitation, federal or state criminal or civil health care Laws and the regulations promulgated pursuant to such Laws and Laws relating to unlawful practice of medicine or other professionally licensed activities), and for to the past five (5) years has been, conducting its business and operations, and otherwise is, and has for the past five (5) years been, in compliance in all material respects with all applicable Laws and Material Permits. Neither Knowledge of the Company nor its Subsidiaries have received any written orthere has been no such non-compliance, to the knowledge of the Company, oral communication from any Governmental Authority in the past five (5) years alleging noncompliance in any material respect with any applicable Lawdefault or violation thereunder.
(b) The Company and each of its Subsidiaries hold all permits, licenses, easements, variances, exemptions, consents, certificates, authorizations, registrations, orders and other approvals from Governmental Entities (including any authorizations required under the Federal Food, Drug and their respective employees who are legally required to be licensed by a Governmental Authority in order to perform his or her duties with respect to his or her employment with any Acquired Company)Cosmetic Act of 1938, owns or holds all material Permits necessary to, in each case in all material respects, lawfully conduct its business as presently conducted and as currently contemplated to be conducted, and to own, lease and operate its assets and properties amended (the “Material FDCA”) and any regulations of the U.S. Food and Drug Administration (the “FDA”) promulgated thereunder) that are material to the operation of the business of the Company and its Subsidiaries taken as a whole as currently conducted (collectively, the “Permits”). Section 3.12(b) of the Company Disclosure Schedule sets forth a correct and complete list of each Material Permit. All of the Material The Permits are in full force and effect, and have not been violated in any material respect and, to the Company’s Knowledge, no suspension suspension, revocation or cancellation of any of the Material Permits thereof has been threatened, and there is no action, proceeding or investigation pending or, to the Company’s knowledgeKnowledge, threatened. Neither , seeking the Company nor any of its Subsidiaries is in material default suspension, revocation or material violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a material default or material violation) cancellation of any term, condition or provision of any of its Material Permits.
(c) Section 3.12(c) . No Permit shall cease to be effective as a result of the Company Disclosure Schedule sets forth the applicable registrations consummation of the Company and each of its Subsidiaries with the Card Associations and NACHA. The Company and each of its Subsidiaries is, and for the past five (5) years has been, in compliance in all material respects with the applicable rules of the Card Associations and NACHA. To the knowledge of the Company, there is currently no (and since January 1, 2014 there has not been any) material investigation, proceeding or disciplinary action pending or threatened in writing against the Company or any of its Subsidiaries transactions contemplated by a Card Association or NACHA.
(d) Since January 1, 2014, to the knowledge of the Company, there has not been any unauthorized access, unauthorized acquisition, unauthorized disclosure or theft of Sensitive Data from the Company or any of its Subsidiaries that occurred while such Sensitive Data was in the possession or control of the Company or any of its Subsidiaries, nor to the knowledge of the Company, has any Acquired Company received any written complaint relating to an improper use or disclosure of, or a breach in the security of, any such information or data, except in each case, this Agreement other than as has not had and would not reasonably be reasonably likely expected to have, individually or in the aggregate, a Material Adverse Effect. Each Acquired Company is, and for the past five (5) years has been, in compliance in all material respects with all applicable Contract requirements relating to privacy, personal data protection, and the collection, processing and use of personal information and its own privacy policies and guidelines, except as has not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Intralase Corp), Merger Agreement (Advanced Medical Optics Inc)
Compliance; Permits. (a) The Company and each of its Subsidiaries is, and for the past five (5) years has been, conducting its business and operations, and otherwise is, and has for the past five (5) years been, in compliance in all material respects with all applicable Laws and Material Permits. Neither the Company nor its Subsidiaries have received any written or, to the knowledge of the Company, oral communication from any Governmental Authority in the past five (5) years alleging noncompliance in any material respect with any applicable Law.
(b) The Company and each of its Subsidiaries (and their respective employees who are legally required to be licensed by a Governmental Authority in order to perform his or her duties with respect to his or her employment with any Acquired Company), owns or holds all material Permits necessary to, in each case in all material respects, lawfully conduct its business as presently conducted and as currently contemplated to be conducted, and to own, lease and operate its assets and properties (the “Material Permits”). Section 3.12(b) of the Company Disclosure Schedule sets forth a correct and complete list of each Material Permit. All of the Material Permits are in full force and effect, and no suspension or cancellation of any of the Material Permits is pending or, to the Company’s knowledge, threatened. Neither the Company nor any of its Subsidiaries is in material default or material violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a material default or material violation) of any term, condition or provision of any of its Material Permits.
(c) Section 3.12(c) of the Company Disclosure Schedule sets forth the applicable registrations of the Company and each of its Subsidiaries with the Card Associations and NACHA. The Company and each of its Subsidiaries is, and for the past five (5) years has been, in compliance in all material respects with the applicable rules of the Card Associations and NACHA. To the knowledge of the Company, there is currently no (and since January 1, 2014 there has not been any) material investigation, proceeding or disciplinary action pending or threatened in writing against the Company or any of its Subsidiaries by a Card Association or NACHA.
(d) Since January 1, 2014, to the knowledge of the Company, there has not been any unauthorized access, unauthorized acquisition, unauthorized disclosure or theft of Sensitive Data from the Company or any of its Subsidiaries that occurred while such Sensitive Data was in the possession or control of the Company or any of its Subsidiaries, nor to the knowledge of the Company, has any Acquired Company received any written complaint relating to an improper use or disclosure of, or a breach in the security of, any such information or data, except in each case, as has not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. Each Acquired Company is, and for the past five (5) years 2006 has been, in compliance in all material respects with all applicable Contract requirements Legal Requirements. No investigation, claim, suit, proceeding, audit or other legal action by any Governmental Entity or authority is pending, or threatened in writing delivered to the Company, against the Company. There is no agreement, judgment, injunction, order or decree binding upon the Company that (i) has had or could reasonably be expected to have the effect of prohibiting or materially impairing any current business practice of the Company or the conduct of business by the Company as currently conducted, (ii) has had or could reasonably be expected to have a material adverse effect on the Company’s ability to comply with or perform any covenant or obligation under this Agreement or (iii) has had or could reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with the Merger or any of the other transactions contemplated hereby.
(b) The Company holds all material permits, licenses, variances, clearances, consents, authorizations, commissions, franchises, exemptions, orders and approvals from Governmental Entities (collectively, the “Permits”) that have been required for the operation of the business of the Company since January 1, 2006 (collectively, the “Company Permits”). Section 2.8(b) of the Company Disclosure Letter identifies each Company Permit related to clinical trial data. The Company is in compliance with the terms of the Company Permits. No action, proceeding, revocation proceeding, amendment procedure, writ, injunction or claim is pending or, to the Knowledge of the Company, threatened, which seeks to revoke, limit, suspend or materially modify any Company Permit. The rights and benefits of each Company Permit will be available to the Surviving Corporation immediately after the Merger Effective Time on terms substantially identical to those enjoyed by the Company as of the date of this Agreement and immediately prior to the Merger Effective Time.
(c) There are no proceedings pending or, to the Company’s Knowledge, threatened with respect to an alleged violation by the Company of the Federal Food, Drug, and Cosmetic Act (the “FDCA”), the Food and Drug Administration (the “FDA”) regulations adopted thereunder, the Controlled Substances Act or any other similar Legal Requirements promulgated by the FDA or other comparable Governmental Entity responsible for regulation of the development, clinical testing, manufacturing, sale, marketing, distribution and importation or exportation of drug products (each, a “Drug Regulatory Agency”).
(d) The Company and its collaboration partners hold all Permits issuable by any Drug Regulatory Agency necessary for the conduct of the business of the Company as conducted since January 1, 2006 and the development, clinical testing, manufacturing, marketing, distribution and importation or exportation (the “Company Regulatory Permits”) of any of its products or product candidates which it has attempted to develop since January 1, 2006 (the “Company Product Candidates”) and each such Company Regulatory Permit is in full force and effect. The Company and its collaboration partners have fulfilled and performed all of their respective obligations with respect to the Company Regulatory Permits, and are otherwise in compliance in all material respects with the Company Regulatory Permits. Neither the Company nor any of its collaboration partners (including any clinical research organization or other comparable service provider) has received any written notice or other written communication from any Drug Regulatory Agency regarding (A) any actual or possible violation of or failure to comply with any term or requirement of any Company Regulatory Permit or (B) any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Company Regulatory Permit, and no event has occurred which allows, or after notice or lapse of time to cure would allow, any Drug Regulatory Agency to take any of the foregoing actions. The Company has Made Available to Parent all material information in its possession or control relating to privacythe clinical Company Product Candidates (including any information provided to the Company by the Company’s collaboration partners) and the development, personal data protectionclinical testing, manufacturing, importation and exportation of the clinical Company Product Candidates by the Company and its collaboration partners, including complete and correct copies of the following (to the extent there are any): (x) serious adverse event reports; clinical study reports and material study data; material inspection reports, notices of adverse findings, warning letters, filings and letters and other material correspondence to and from any Drug Regulatory Agency and the Company and its collaboration partners; and related meeting minutes with any Drug Regulatory Agency; and (y) similar material reports, study data, notices, letters, filings, correspondence and meeting minutes among the Company, its collaboration partners and any other Governmental Entity.
(e) To the Company’s Knowledge, since January 1, 2006, all pre-clinical trials conducted by or on behalf of, or sponsored by, the Company or in which the Company or the Company Product Candidates have participated, either (i) have been conducted in accordance, in all material respects, with applicable Good Laboratory Practice (“GLP”) requirements, including those contained in 21 C.F.R. Part 58 or (ii) involved experimental research techniques that were not required to be performed by a registered GLP testing laboratory (with appropriate notice being given to the FDA or the applicable Governmental Entity).
(f) To the Company’s Knowledge, since January 1, 2006, all clinical trials conducted by or on behalf of, or sponsored by, the Company or in which the Company or the Company Product Candidates have participated were being conducted in material compliance with the applicable regulations of the Drug Regulatory Agency and other applicable Legal Requirements, including 21 C.F.R. Parts 50, 54, 56, 58 and 312. Except as set forth on Section 2.8(f) of the Company Disclosure Letter, no investigational new drug application filed by the Company or, to the Company’s Knowledge, one of its collaboration partners with the FDA for the Company Product Candidates has been terminated or suspended by the FDA, and neither the collectionFDA nor any applicable foreign Governmental Entity has commenced, processing or, to the Company’s Knowledge, threatened to initiate, any action to place a clinical hold order on, or otherwise terminate, materially delay, suspend, any proposed or ongoing clinical investigation conducted or proposed to be conducted by the Company or, to the Company’s Knowledge, its collaboration partners.
(g) All applications, notifications, submissions, information, claims, reports and use of personal statistics, and other data and conclusions derived therefrom, utilized as the basis for or submitted in connection with any and all requests for a Company Regulatory Permit from the FDA or other Governmental Entity relating to the Company, its business and the Company Product Candidates, when submitted to the FDA or other Governmental Entity, did not contain any materially false or misleading information, any materially false statements or any material omissions, and any necessary or required updates, changes, corrections or modification to such applications, submissions, information and its own privacy policies and guidelines, except as has not had and would not be reasonably likely data have been submitted to have, individually the FDA or in the aggregate, a Material Adverse Effectother Governmental Entity.
Appears in 2 contracts
Samples: Merger Agreement (Avigen Inc \De), Merger Agreement (Medicinova Inc)
Compliance; Permits. (ai) The Company and each of its Subsidiaries is, and for the past five (5) years has been, conducting its business and operations, and otherwise is, and has for the past five (5) years been, in compliance in all material respects with all applicable Laws and Material Permits. Neither the Company nor its Subsidiaries have received any written or, to the knowledge of the Company, oral communication from any Governmental Authority in the past five (5) years alleging noncompliance in any material respect with any applicable Law.
(b) The Company and each of its Subsidiaries (and their respective employees who are legally required to be licensed by a Governmental Authority in order to perform his or her duties with respect to his or her employment with any Acquired Company), owns or holds all material Permits necessary to, in each case in all material respects, lawfully conduct its business Except as presently conducted and as currently contemplated to be conducted, and to own, lease and operate its assets and properties (the “Material Permits”). Section 3.12(b) of the Company Disclosure Schedule sets forth a correct and complete list of each Material Permit. All of the Material Permits are in full force and effect, and no suspension or cancellation of any of the Material Permits is pending or, to the Company’s knowledge, threatened. Neither the Company nor any of its Subsidiaries is in material default or material violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a material default or material violation) of any term, condition or provision of any of its Material Permits.
(c) Section 3.12(c) of the Company Disclosure Schedule sets forth the applicable registrations of the Company and each of its Subsidiaries with the Card Associations and NACHA. The Company and each of its Subsidiaries is, and for the past five (5) years has been, in compliance in all material respects with the applicable rules of the Card Associations and NACHA. To the knowledge of the Company, there is currently no (and since January 1, 2014 there has not been any) material investigation, proceeding or disciplinary action pending or threatened in writing against the Company or any of its Subsidiaries by a Card Association or NACHA.
(d) Since January 1, 2014, to the knowledge of the Company, there has not been any unauthorized access, unauthorized acquisition, unauthorized disclosure or theft of Sensitive Data from the Company or any of its Subsidiaries that occurred while such Sensitive Data was in the possession or control of the Company or any of its Subsidiaries, nor to the knowledge of the Company, has any Acquired Company received any written complaint relating to an improper use or disclosure of, or a breach in the security of, any such information or data, except in each case, as has not had and would not reasonably be reasonably likely expected to have, individually or in the aggregate, a Material Adverse Effect. Each Acquired , the businesses of the Company is, and for the past five (5) years has been, Company Subsidiaries are being conducted in compliance in all material respects with all Laws applicable Contract requirements relating to privacythe Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound. No investigation, personal data protection, audit or review by any Governmental Entity with respect to the Company or any Company Subsidiary is pending (in each case that is material to the Company and the collectionCompany Subsidiaries taken as a whole) or, processing and use to the Knowledge of personal information and the Company, threatened, nor has any Governmental Entity notified the Company of its own privacy policies and guidelinesintention to conduct any such investigation, except as audit or review of the Company or any Company Subsidiary, which has not had and been resolved except for (A) such investigations, audits or reviews that would not reasonably be reasonably likely expected to have, individually or in the aggregate, a Material Adverse Effect, and/or (B) such investigations, audits or reviews in the trading in the securities of the Company related to the Merger. As of the date of this Agreement, neither the Company nor any Company Subsidiary has received any notice or communication of any material non-compliance with any applicable Laws that has not been cured as of the date of this Agreement.
(ii) The Company and the Company Subsidiaries have obtained all permits, licenses, authorizations, exemptions, certificates, Orders, consents, approvals, grants, registrations, clearances and franchises from Governmental Entities (“Licenses”) necessary for the Company and each Company Subsidiary to lawfully own, lease and operate their respective properties and assets, and to carry on and lawfully operate their respective businesses as now being conducted (the “Company Licenses”), except for any such Licenses the absence of which would not, individually or in the aggregate, have a Material Adverse Effect. All Company Licenses are in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. The Company and each Company Subsidiary is in compliance with the terms of the Company Licenses, except for such non-compliance that would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Ninetowns Internet Technology Group Co LTD), Merger Agreement (Wang Shuang)
Compliance; Permits. (a) The Each of the Company and each of its Subsidiaries is, and for the past five (5) years has been, conducting its business and operations, and otherwise is, is and has for the past five been in material compliance with and is not in material default or violation of (5) years been, in compliance in all material respects with all applicable Laws and Material Permits. Neither the Company nor its Subsidiaries have has not received any written ornotice of non-compliance, default or violation with respect to) any Law applicable to the knowledge it or by which any of the Company, oral communication from any Governmental Authority in the past five (5) years alleging noncompliance in any material respect with any applicable Lawtheir respective properties are bound or affected.
(b) The Company and each of its Subsidiaries hold all permits, licenses, easements, variances, exemptions, consents, certificates, authorizations, registrations, Orders and other approvals from Governmental Entities (including any authorizations required under the Federal Food, Drug and their respective employees who are legally required to be licensed by a Governmental Authority in order to perform his or her duties with respect to his or her employment with any Acquired Company)Cosmetic Act of 1938, owns or holds all material Permits necessary to, in each case in all material respects, lawfully conduct its business as presently conducted and as currently contemplated to be conducted, and to own, lease and operate its assets and properties amended (the “Material FDCA”) and any regulations of the U.S. Food and Drug Administration (the “FDA”) promulgated thereunder) that are material to the operation of their respective business or the manufacture of products as currently conducted (collectively, the “Permits”). , except as set forth in Section 3.12(b3.8(b)(i) of the Company Disclosure Schedule Schedules. Section 3.8(b)(ii) of the Company Disclosure Schedules sets forth a correct and complete list the countries in which the Company’s distributors hold product registrations (the “Distributor Registrations”). To the Company’s Knowledge, the sale of each Material Permitproducts in such countries complies in all material respects with Laws applicable thereto. All of The Permits and, to the Material Permits Company’s Knowledge, the Distributor Registrations are in full force and effect, have not been violated and no suspension suspension, revocation or cancellation of any of the Material Permits thereof has been threatened, and there is no action, proceeding or investigation pending or, to the Company’s knowledgeKnowledge, threatened. Neither , seeking the Company nor any of its Subsidiaries is in material default suspension, revocation or material violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a material default or material violation) cancellation of any termPermits. No Permit shall and, condition or provision to the Company’s Knowledge, no Distributor Registration shall cease to be effective as a result of any the consummation of its Material Permitsthe transactions contemplated by this Agreement.
(c) Section 3.12(c) of the Company Disclosure Schedule sets forth the applicable registrations of the Company and each of its Subsidiaries with the Card Associations and NACHA. The Company and each of its Subsidiaries is, and for the past five (5) years has been, in compliance in all material respects with the applicable rules of the Card Associations and NACHA. To the knowledge Knowledge of the Company, there is currently no (and since January 1, 2014 there has not been any) material investigation, proceeding or disciplinary action pending or threatened in writing against the Company or any of its Subsidiaries by a Card Association or NACHA.
(d) Since January 1, 2014, to the knowledge none of the Company, there has not been any unauthorized accessof the Company’s Subsidiaries, unauthorized acquisitionany of their respective officers or employees, unauthorized disclosure and any supplier, distributor, licensee or theft of Sensitive Data from the Company agent or any of its Subsidiaries that occurred while such Sensitive Data was in the possession or control other Person acting on behalf of the Company or any of its Subsidiaries, nor to the knowledge of the Companydirectly or indirectly, has any Acquired Company (i) made or received any written complaint relating payments in violation of any Law (including the U.S. Foreign Corrupt Practices Act), including any contribution, payment, commission, rebate, promotional allowance or gift of funds or property or any other economic benefit to an improper use or disclosure offrom any employee, official or agent of any Governmental Entity where either the contribution, payment, commission, rebate, promotional allowance, gift or other economic benefit, or a breach the purpose thereof, was illegal under any law (including the U.S. Foreign Corrupt Practices Act), or (ii) provided or received any product or services in violation of any Law (including the security of, any such information or data, except in each case, as has not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. Each Acquired Company is, and for the past five (5) years has been, in compliance in all material respects with all applicable Contract requirements relating to privacy, personal data protection, and the collection, processing and use of personal information and its own privacy policies and guidelines, except as has not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse EffectU.S. Foreign Corrupt Practices Act).
Appears in 2 contracts
Samples: Merger Agreement (Abbott Laboratories), Merger Agreement (Advanced Medical Optics Inc)
Compliance; Permits. (a) Except as disclosed in Section 3.8 of the Disclosure Schedule, the Company and its Subsidiaries are not in violation of any U.S. federal, state or local or foreign Governmental Authority, judgment, writ, decree, order, statute, rule or regulation applicable to any of them, except for such violations that would not, individually or in the aggregate, reasonably be expected to result in any material liability or obligation of the Company. The operations of the Company and its Subsidiaries have not violated any federal, state or local laws, or foreign Governmental Authority, regulations or orders, except for such violations that would not, individually or in the aggregate, reasonably be expected to result in any material liability or obligation of the Company. Neither the Company, nor its Subsidiaries, nor any of their respective directors, officers, agents, employees, or other persons associated with or acting on behalf of any of them has, directly or indirectly: used any corporate funds for unlawful contributions, gifts, entertainment, or other unlawful expenses relating to political activity; made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns from corporate funds; violated any provision of the Foreign Corrupt Practices Act of 1977, as amended; or made any bribe, rebate, payoff, influence payment, kickback, or other unlawful payment.
(b) The Company and each of its Subsidiaries ishold all permits, licenses, easements, variances, exemptions, consents, certificates, authorizations, registrations, orders and for other approvals from Governmental Entities that are material to the past five (5) years has been, conducting its operation of the business and operations, and otherwise is, and has for the past five (5) years been, in compliance in all material respects with all applicable Laws and Material Permits. Neither of the Company nor and its Subsidiaries taken as a whole as currently conducted (collectively, the “Company Permits”). The Company Permits are in full force and effect, have received not been violated in any written ormaterial respect and, to the knowledge of the Company, oral communication from any Governmental Authority in the past five (5) years alleging noncompliance in any material respect with any applicable Law.
(b) The Company and each of its Subsidiaries (and their respective employees who are legally required to be licensed by a Governmental Authority in order to perform his no suspension, revocation or her duties with respect to his or her employment with any Acquired Company), owns or holds all material Permits necessary to, in each case in all material respects, lawfully conduct its business as presently conducted and as currently contemplated to be conductedcancellation thereof has been threatened, and to ownthere is no action, lease and operate its assets and properties (the “Material Permits”). Section 3.12(b) of the Company Disclosure Schedule sets forth a correct and complete list of each Material Permit. All of the Material Permits are in full force and effect, and no suspension proceeding or cancellation of any of the Material Permits is investigation pending or, to the Company’s knowledge, threatened. Neither , seeking the Company nor any of its Subsidiaries is in material default suspension, revocation or material violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a material default or material violation) cancellation of any term, condition or provision of any of its Material Company Permits.
(c) Section 3.12(c) . No Company Permit shall cease to be effective as a result of the Company Disclosure Schedule sets forth the applicable registrations consummation of the Company and each of its Subsidiaries with the Card Associations and NACHA. The Company and each of its Subsidiaries is, and for the past five (5) years has been, in compliance in all material respects with the applicable rules of the Card Associations and NACHA. To the knowledge of the Company, there is currently no (and since January 1, 2014 there has not been any) material investigation, proceeding or disciplinary action pending or threatened in writing against the Company or any of its Subsidiaries transactions contemplated by a Card Association or NACHAthis Agreement.
(d) Since January 1, 2014, to the knowledge of the Company, there has not been any unauthorized access, unauthorized acquisition, unauthorized disclosure or theft of Sensitive Data from the Company or any of its Subsidiaries that occurred while such Sensitive Data was in the possession or control of the Company or any of its Subsidiaries, nor to the knowledge of the Company, has any Acquired Company received any written complaint relating to an improper use or disclosure of, or a breach in the security of, any such information or data, except in each case, as has not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. Each Acquired Company is, and for the past five (5) years has been, in compliance in all material respects with all applicable Contract requirements relating to privacy, personal data protection, and the collection, processing and use of personal information and its own privacy policies and guidelines, except as has not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Emc Corp), Merger Agreement (Captiva Software Corp)
Compliance; Permits. (a) The Except as set forth at Section 3.06 of the Company Disclosure Schedule, the Company and each the Company Subsidiaries, the operation of its Subsidiaries isthe business of the Company and the Company Subsidiaries, and for the past five (5) years has been, conducting its business Company’s and operationsthe Company Subsidiaries’ use and ownership of their respective assets are, and otherwise issince December 31, and has for the past five (5) years 2008 have been, in compliance in all material respects with all applicable Laws Laws, including all energy, safety, environmental, zoning, health, export, import, trade practice, antidiscrimination, antitrust, wage, hour and Material Permits. Neither the Company nor its Subsidiaries have received any written or, to the knowledge of the Company, oral communication from any Governmental Authority in the past five (5) years alleging noncompliance in any material respect with any applicable Law.
(b) The Company and each of its Subsidiaries (and their respective employees who are legally required to be licensed by a Governmental Authority in order to perform his or her duties with respect to his or her employment with any Acquired Company), owns or holds all material Permits necessary to, in each case in all material respects, lawfully conduct its business as presently conducted and as currently contemplated to be conducted, and to own, lease and operate its assets and properties (the “Material Permits”). Section 3.12(b) of the Company Disclosure Schedule sets forth a correct and complete list of each Material Permit. All of the Material Permits are in full force and effect, and no suspension or cancellation of any of the Material Permits is pending or, to the Company’s knowledge, threatened. Neither the Company nor any of its Subsidiaries is in material default or material violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a material default or material violation) of any term, condition or provision of any of its Material Permits.
(c) Section 3.12(c) of the Company Disclosure Schedule sets forth the applicable registrations of the Company and each of its Subsidiaries with the Card Associations and NACHA. The Company and each of its Subsidiaries is, and for the past five (5) years has been, in compliance in all material respects with the applicable rules of the Card Associations and NACHA. To the knowledge of the Company, there is currently no (and since January 1, 2014 there has not been any) material investigation, proceeding or disciplinary action pending or threatened in writing against the Company or any of its Subsidiaries by a Card Association or NACHA.
(d) Since January 1, 2014, to the knowledge of the Company, there has not been any unauthorized access, unauthorized acquisition, unauthorized disclosure or theft of Sensitive Data from the Company or any of its Subsidiaries that occurred while such Sensitive Data was in the possession or price control of the Company or any of its Subsidiaries, nor to the knowledge of the Company, has any Acquired Company received any written complaint relating to an improper use or disclosure of, or a breach in the security of, any such information or dataLaws, except in each case, as for such noncompliance that has not had and would not reasonably be reasonably likely expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each Acquired Company is, and for no notice, Claim or assertion has been received by the past five (5) years Company or any Company Subsidiary or has beenbeen filed, in compliance in all material respects with all applicable Contract requirements relating commenced or, to privacythe Company’s Knowledge, personal data protectionbrought, and initiated or threatened against the collection, processing and use Company or any Company Subsidiary alleging any violation of personal information and its own privacy policies and guidelinesany of the foregoing, except as for such violation that has not had and would not reasonably be reasonably likely expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and the Company Subsidiaries have in effect all Permits that are necessary for them to own, lease or operate their properties and to carry on their businesses as currently being conducted or that are otherwise required under applicable Law, except for the failure to have such Permits that has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The execution and delivery of this Agreement and each of the New Employment Agreements to which it is a party by the Company does not, and the consummation of the Transactions and compliance with the terms hereof and thereof would not reasonably be expected to, cause the revocation, withdrawal, non-renewal, suspension or cancellation of any such Permit, except for such revocation, withdrawal, non-renewal, suspension or cancellation that has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any written communication from any Governmental Authority or any other Person that alleges that the Company or any Company Subsidiary is not in compliance in any material respect with, or is subject to material Liability under, any Permit or Law.
Appears in 2 contracts
Samples: Merger Agreement (Galaxy Dream Corp), Merger Agreement (Rc2 Corp)
Compliance; Permits. (a) The Company Parent and each of its Subsidiaries Subsidiary is, and for the past five (5) years has beensince December 31, conducting its business and operations, and otherwise is, and has for the past five (5) years been, in compliance in all material respects with all applicable Laws and Material Permits. Neither the Company nor its Subsidiaries have received any written or, to the knowledge of the Company, oral communication from any Governmental Authority in the past five (5) years alleging noncompliance in any material respect with any applicable Law.
(b) The Company and each of its Subsidiaries (and their respective employees who are legally required to be licensed by a Governmental Authority in order to perform his or her duties with respect to his or her employment with any Acquired Company), owns or holds all material Permits necessary to, in each case in all material respects, lawfully conduct its business as presently conducted and as currently contemplated to be conducted, and to own, lease and operate its assets and properties (the “Material Permits”). Section 3.12(b) of the Company Disclosure Schedule sets forth a correct and complete list of each Material Permit. All of the Material Permits are in full force and effect, and no suspension or cancellation of any of the Material Permits is pending or, to the Company’s knowledge, threatened. Neither the Company nor any of its Subsidiaries is in material default or material violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a material default or material violation) of any term, condition or provision of any of its Material Permits.
(c) Section 3.12(c) of the Company Disclosure Schedule sets forth the applicable registrations of the Company and each of its Subsidiaries with the Card Associations and NACHA. The Company and each of its Subsidiaries is, and for the past five (5) years has been, in compliance in all material respects with the applicable rules of the Card Associations and NACHA. To the knowledge of the Company, there is currently no (and since January 1, 2014 there has not been any) material investigation, proceeding or disciplinary action pending or threatened in writing against the Company or any of its Subsidiaries by a Card Association or NACHA.
(d) Since January 1, 2014, to the knowledge of the Company, there has not been any unauthorized access, unauthorized acquisition, unauthorized disclosure or theft of Sensitive Data from the Company or any of its Subsidiaries that occurred while such Sensitive Data was in the possession or control of the Company or any of its Subsidiaries, nor to the knowledge of the Company, has any Acquired Company received any written complaint relating to an improper use or disclosure of, or a breach in the security of, any such information or data, except in each case, as has not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. Each Acquired Company is, and for the past five (5) years 2019 has been, in compliance in all material respects with all applicable Contract requirements relating to privacy, personal data protection, and the collection, processing and use of personal information and its own privacy policies and guidelinesLaws, except as has not had and would not be reasonably likely to havefor any noncompliance, either individually or in the aggregate, a Material Adverse Effectwhich would not be material to Parent. Except as disclosed in Section 3.14 of the Parent Disclosure Schedule, as of the date of this Agreement, no investigation, claim, suit, proceeding, audit or other action by any Governmental Body is pending or, to the Knowledge of Parent, threatened in writing against Parent or any of its Subsidiaries or any of their officers, directors, managing employees, agents, or representatives, in their capacity as such. As of the date of this Agreement, there is no agreement, judgment, injunction, order or decree binding upon Parent or any of its Subsidiaries which (i) has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Parent, any Subsidiary of Parent, or any of their respective officers, directors, managing employees, agents, or representatives, in their capacity as such, any acquisition of material property by Parent or Subsidiary thereof or the conduct of business by Parent or any Subsidiary thereof as currently conducted, (ii) is reasonably likely to have an adverse effect on Parent’s ability to comply with or perform any covenant or obligation under this Agreement, or (iii) is reasonably likely to have the effect of preventing, delaying, making illegal or otherwise interfering with the Contemplated Transactions.
(b) Each of Parent and each of its Subsidiaries holds all required Governmental Authorizations which are material to the operation of the business of Parent or such Subsidiary, as the case may be, as currently conducted (the “Parent Permits”). Each of Parent and each of its Subsidiaries holds all rights, title, and interest in and to all Parent Permits free and clear of any Encumbrance (other than any Permitted Encumbrances). Section 3.14(b) of the Parent Disclosure Schedule identifies each Parent Permit. Parent and each applicable Subsidiary is in material compliance with the terms of the Parent Permits. No Legal Proceeding is pending or, to the Knowledge of Parent, threatened in writing, which seeks to revoke, limit, suspend, or materially modify any Parent Permit.
(c) None of Parent, any Subsidiary or, to the Knowledge of the Company, any of their respective current officers, directors, employees, or consultants is currently debarred or suspended from doing business with any Governmental Body, or received any written notice of debarment or suspension, or otherwise ineligible to do business with any Governmental Body.
Appears in 2 contracts
Samples: Merger Agreement (Kubient, Inc.), Merger Agreement (Kubient, Inc.)
Compliance; Permits. (a) The Company Coors and each of its Subsidiaries is, and for the past five (5) years at all times since January 1, 2001 has been, conducting its business and operations, and otherwise is, and has for the past five (5) years been, in compliance in all material respects with all applicable Laws and Material Permits. Neither the Company nor Orders applicable to it or by which its Subsidiaries properties are bound or affected, other than non-compliance matters that have received any written ornot had and would not, to the knowledge of the Company, oral communication from any Governmental Authority individually or in the past five (5) years alleging noncompliance in any material respect with any applicable Lawaggregate, reasonably be expected to have a Material Adverse Effect on Coors.
(b) The Company and each of its Subsidiaries (and their respective employees who are legally required to be licensed by a Governmental Authority in order to perform his or her duties with respect to his or her employment with any Acquired Company), owns or holds all material Permits necessary to, in each case in all material respects, lawfully conduct its business as presently conducted and as currently contemplated to be conducted, and to own, lease and operate its assets and properties (the “Material Permits”). Section 3.12(b) of the Company Disclosure Schedule sets forth a correct and complete list of each Material Permit. All of the Material Permits are in full force and effect, and no suspension or cancellation of any of the Material Permits is pending or, to the Company’s knowledge, threatened. Neither the Company Coors nor any of its Subsidiaries is in material conflict with, or in default or material violation of, (and no event has occurred that, with notice i) any Law or the lapse of time or both, would constitute a material default or material violation) of any term, condition or provision of any of its Material Permits.
(c) Section 3.12(c) of the Company Disclosure Schedule sets forth the Order applicable registrations of the Company and each of its Subsidiaries with the Card Associations and NACHA. The Company and each of its Subsidiaries is, and for the past five (5) years has been, in compliance in all material respects with the applicable rules of the Card Associations and NACHA. To the knowledge of the Company, there is currently no (and since January 1, 2014 there has not been any) material investigation, proceeding or disciplinary action pending or threatened in writing against the Company to Coors or any of its Subsidiaries or by a Card Association which its or NACHA.
any of their respective properties is bound or affected, or (dii) Since January 1any material Contract, 2014, Permit or other instrument or obligation to the knowledge of the Company, there has not been any unauthorized access, unauthorized acquisition, unauthorized disclosure or theft of Sensitive Data from the Company which Coors or any of its Subsidiaries that occurred while such Sensitive Data was in the possession is a party or control of the Company by which Coors or any of its SubsidiariesSubsidiaries or its or any of their respective properties is bound or affected; except, nor to the knowledge of the Company, has any Acquired Company received any written complaint relating to an improper use or disclosure of, or a breach in the security of, any such information or data, except in each case, as has for any conflicts, defaults or violations that have not had and would not be reasonably likely to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect on Coors. Each Acquired Company isTo the knowledge of Coors, and for the past five (5) years has beenno investigation or review by any Governmental Entity is pending or threatened against Coors or its Subsidiaries, other than, in compliance in all material respects with all applicable Contract requirements relating to privacyeach such case, personal data protection, and those the collection, processing and use outcome of personal information and its own privacy policies and guidelines, except as has which have not had and would not be reasonably likely to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect on Coors.
(c) Coors and each of its officers and directors have complied in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. Since the enactment of the Xxxxxxxx-Xxxxx Act, neither Coors nor any of its Subsidiaries has made loans to any executive officer or director of Coors.
(d) Coors and each of its Subsidiaries owns, possesses or has obtained, and is in compliance with, all Permits of or from any Governmental Entity necessary to conduct its business as now conducted, except for such failures which have not had and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Coors.
Appears in 2 contracts
Samples: Combination Agreement (Coors Adolph Co), Combination Agreement (Coors Adolph Co)
Compliance; Permits. (a) The business of the Company and each of its Subsidiaries issubsidiaries is not, and for since the past five (5) years Applicable Date has been, conducting its business and operations, and otherwise is, and has for the past five (5) years not been, in compliance in all material respects with all violation of any Law applicable Laws and Material Permits. Neither to the Company nor or any of its Subsidiaries have received any written orsubsidiaries, except for violations that would not reasonably be expected to the knowledge of the Companyhave, oral communication from any Governmental Authority individually or in the past five (5) years alleging noncompliance in any material respect with any applicable Law.
(b) The aggregate, a Material Adverse Effect, and the Company and each of its Subsidiaries subsidiaries have all permits, licenses, authorizations, exemptions, orders, consents, approvals and franchises from Governmental Entities (and each, a “Permit”) required to conduct their respective employees who are legally required to be licensed by a Governmental Authority in order to perform his or her duties with respect to his or her employment with any Acquired Company), owns or holds all material Permits necessary to, in each case in all material respects, lawfully conduct its business as presently conducted businesses and as currently contemplated to be conducted, and to own, lease and operate its their respective assets and properties (excluding any such Permits held or required to be held by the applicable Managers for any such properties) as being conducted as of the date hereof and as of immediately prior to the Effective Time (the “Material Company Permits”). Section 3.12(b) of the , and all such Company Disclosure Schedule sets forth a correct and complete list of each Material Permit. All of the Material Permits are in full force and effect, and no suspension or cancellation in each case except for any such Permits the absence of any of the Material Permits is pending orwhich, to the Company’s knowledge, threatened. Neither the Company nor any of its Subsidiaries is in material default or material violation (and no event has occurred that, with notice or the lapse of time or bothfailure to be in full force and effect of, would constitute a material default or material violation) of any term, condition or provision of any of its Material Permits.
(c) Section 3.12(c) of the Company Disclosure Schedule sets forth the applicable registrations of the Company and each of its Subsidiaries with the Card Associations and NACHA. The Company and each of its Subsidiaries is, and for the past five (5) years has been, in compliance in all material respects with the applicable rules of the Card Associations and NACHA. To the knowledge of the Company, there is currently no (and since January 1, 2014 there has not been any) material investigation, proceeding or disciplinary action pending or threatened in writing against the Company or any of its Subsidiaries by a Card Association or NACHA.
(d) Since January 1, 2014, to the knowledge of the Company, there has not been any unauthorized access, unauthorized acquisition, unauthorized disclosure or theft of Sensitive Data from the Company or any of its Subsidiaries that occurred while such Sensitive Data was in the possession or control of the Company or any of its Subsidiaries, nor to the knowledge of the Company, has any Acquired Company received any written complaint relating to an improper use or disclosure of, or a breach in the security of, any such information or data, except in each case, as has not had and would not reasonably be reasonably likely expected to have, individually or in the aggregate, a Material Adverse Effect. Each Acquired Neither the Company nor any of its subsidiaries is, and for or since the past five (5) years Applicable Date has been, in compliance conflict with, or in all material respects with all applicable Contract requirements relating to privacydefault or violation of any of, personal data protection, and the collection, processing and use of personal information and its own privacy policies and guidelinesCompany Permits, except as has not had and for any such conflicts, defaults or violations that would not reasonably be reasonably likely expected to have, individually or in the aggregate, a Material Adverse Effect.
(b) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, since May 31, 2018 none of the Company or any of its subsidiaries or, to the knowledge of the Company, agent, employee or other Person acting on behalf of any of the Company or its subsidiaries, is or has been in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, the UK Xxxxxxx Xxx 0000 or any other similar applicable Law that prohibits corruption or bribery (collectively, “Anti-Corruption Laws”).
(c) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, since May 31, 2018 the Company and its subsidiaries have conducted transactions in compliance with applicable economic sanctions (including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control) and export control laws and regulations (including those administered by the U.S. Department of Commerce’s Bureau of Industry and Security).
(i) The Company and its subsidiaries and each of their respective officers and directors, and, to the knowledge of the Company, their employees and other Persons acting on behalf of any of the Company and its subsidiaries have at all times since May 31, 2018 been in material compliance with the provisions of applicable Anti-Corruption Laws, Anti-Money Laundering Laws, and Sanctions Laws, and (ii) except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company and its subsidiaries have implemented and maintain in effect policies and procedures reasonably designed to promote compliance with Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions Laws.
(e) Since May 31, 2018, the Company and its subsidiaries have not (i) received from any Governmental Entity or any other Person any written notice, inquiry, or internal or external allegation regarding an actual or alleged violation of Anti-Corruption Laws, Anti-Money Laundering Laws, or Sanctions Laws or (ii) made any voluntary or involuntary disclosure to a government authority regarding an actual or alleged violation of Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions Laws.
Appears in 2 contracts
Samples: Merger Agreement (CorePoint Lodging Inc.), Merger Agreement (CorePoint Lodging Inc.)
Compliance; Permits. (a) The Company Except as set forth in Section 3.10(a) of the Seller Disclosure Schedule, Seller and each of its Subsidiaries currently is, and for the past five (5) years has been, conducting its business and operations, and otherwise is, and has for the past five (5) years been, in compliance in at all material respects with all applicable Laws and Material Permits. Neither the Company nor its Subsidiaries have received any written or, to the knowledge of the Company, oral communication from any Governmental Authority in the past five (5) years alleging noncompliance in any material respect with any applicable Law.
(b) The Company and each of its Subsidiaries (and their respective employees who are legally required to be licensed by a Governmental Authority in order to perform his or her duties with respect to his or her employment with any Acquired Company), owns or holds all material Permits necessary to, in each case in all material respects, lawfully conduct its business as presently conducted and as currently contemplated to be conducted, and to own, lease and operate its assets and properties (the “Material Permits”). Section 3.12(b) of the Company Disclosure Schedule sets forth a correct and complete list of each Material Permit. All of the Material Permits are in full force and effect, and no suspension or cancellation of any of the Material Permits is pending or, to the Company’s knowledge, threatened. Neither the Company nor any of its Subsidiaries is in material default or material violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a material default or material violation) of any term, condition or provision of any of its Material Permits.
(c) Section 3.12(c) of the Company Disclosure Schedule sets forth the applicable registrations of the Company and each of its Subsidiaries with the Card Associations and NACHA. The Company and each of its Subsidiaries is, and for the past five (5) years has been, in compliance in all material respects with the applicable rules of the Card Associations and NACHA. To the knowledge of the Company, there is currently no (and times since January 1, 2014 there has not been any) material investigation, proceeding or disciplinary action pending or threatened in writing against the Company or any of its Subsidiaries by a Card Association or NACHA.
(d) Since January 1, 2014, to the knowledge of the Company, there has not been any unauthorized access, unauthorized acquisition, unauthorized disclosure or theft of Sensitive Data from the Company or any of its Subsidiaries that occurred while such Sensitive Data was in the possession or control of the Company or any of its Subsidiaries, nor to the knowledge of the Company, has any Acquired Company received any written complaint relating to an improper use or disclosure of, or a breach in the security of, any such information or data, except in each case, as has not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. Each Acquired Company is, and for the past five (5) years 2008 has been, in compliance in all material respects with all applicable Contract requirements relating to privacy, personal data protectionLaws, and the collectionneither Seller nor any of its Subsidiaries, processing nor, as to matters related to Seller or any of its Subsidiaries, to Seller’s Knowledge, any officer or director of Seller or any of its Subsidiaries, has received any notice from any Governmental Authority or any other Person that Seller or any of its Subsidiaries, or as to matters related to Seller or any of its Subsidiaries, to Seller’s Knowledge, any officer or director of Seller or any of its Subsidiaries, is in violation of or has violated in any material respect, any Laws.
(b) Each of Seller or each of its Subsidiaries owns, holds or possesses all material Permits which are necessary to entitle it to own, lease or possess, and operate and use its properties and assets and to carry on and conduct its business as now conducted, and there are no current material defaults under any such Permit. Section 3.10(b) of personal information the Seller Disclosure Schedule lists each material Permit currently held by Seller or any of its Subsidiaries. Each of Seller and each of its own privacy policies Subsidiaries is currently fulfilling and guidelinesperforming its obligations under each of the material Permits held by it or to which it is bound in all material respects, except as has not had and would not be reasonably likely no suspension or cancellation of any of such Permits is pending, or threatened in writing. Each of the material Permits is valid, subsisting and in full force and effect. Neither the execution and delivery of this Agreement by Seller, nor the consummation by Seller of the transactions contemplated hereby will result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default under, or give rise to havea payment obligation under or right of termination or cancellation of, individually or in the aggregate, a Material Adverse Effectany Permit.
Appears in 1 contract
Samples: Merger Agreement (Ansys Inc)
Compliance; Permits. (a) The Company and Except as set forth on Section 2.7(a) of the Disclosure Schedule, each of its Subsidiaries the Acquired Companies is, and for the past five (5) years since January 1, 2019, has been, conducting its business and operationsin material compliance with all applicable Laws.
(b) Each of the Acquired Companies possesses, and otherwise isat all times since January 1, 2019, has possessed, all material governmental franchises, permits, licenses, registrations, authorizations and has approvals (other than such permits, licenses and registrations held in the name of individual Persons, collectively, “Permits”) required for the past five (5lawful conduct of its business. Section 2.7(b) years beenof the Disclosure Schedule sets forth a complete and correct list of all Permits that are material to the operation of each of the Acquired Companies’ business, including any and all certificates of authority to transact insurance. Each such Acquired Company is in compliance in all material respects with all applicable Laws of the terms and Material Permitsrequirements of each Permit. Neither None of the Company nor its Subsidiaries have Acquired Companies has, at any time since January 1, 2019, received any written notice or, to the knowledge Knowledge of the CompanySeller, oral any other communication from any Governmental Authority Entity regarding any actual, alleged, proposed, threatened or potential revocation, withdrawal, suspension, cancellation, limitation, amendment, restriction, impairment, non-renewal or termination of, or modification (other than any expansion of authority) to, any Permit, in each case other than any such item that has been cured or otherwise resolved to the satisfaction of such Governmental Entity or that is no longer being pursued by such Governmental Entity following a response by such Acquired Company. To the Knowledge of the Seller, no condition exists and no event has occurred, which (whether with or without notice, lapse of time or the occurrence of any other event) would reasonably be expected to result in the past five (5) years alleging noncompliance suspension or revocation in any material respect with of any applicable Law.
(b) The Company and such Permit, other than by expiration of the terms set forth therein. All applications required to have been filed for the renewal of each of its Subsidiaries (and their respective employees who are legally Permit or other filings required to be licensed by a Governmental Authority in order to perform his or her duties made with respect to his each Permit have been duly filed on a timely basis with the appropriate Governmental Entity or her employment with any Acquired Company)timely extensions have been sought, owns or holds all material Permits necessary to, in each case in all material respects, lawfully conduct its business except as presently conducted and as currently contemplated to be conducted, and to own, lease and operate its assets and properties (the “would not have a Material Permits”)Adverse Effect. Section 3.12(b) None of the Company Disclosure Schedule sets forth a Permits will be subject to revocation, withdrawal, suspension, cancellation, modification, or termination as the result of the consummation of the transactions contemplated by this Agreement. The Seller has delivered to Buyer complete and correct and complete list copies of each Material Permitall Permits. The only Acquired Companies through which the Acquired Companies issue or underwrite title insurance are the Acquired Insurance Companies. All of the Material Permits are valid and in full force and effecteffect as of the date hereof, and no suspension or cancellation of any all fees and charges due and owing with respect to such Permits as of the Material Permits is pending ordate hereof have been paid in full. All notices, reports, documents, statements, registrations, filings, submissions and other information required to be filed thereunder since January 1, 2019, including, but not limited to, the Company’s knowledgeFinancial Statements, threatened. Neither the Company nor any reports of its Subsidiaries is dividends, and filings with Governmental Entities regarding Affiliates (including but not limited to holding company registration statements, amendments to holding company registration statements, enterprise risk reports, prior notice of transactions), were in material default compliance with all applicable Laws. No material deficiencies have been asserted in writing by any Governmental Entity regarding any such notice, report, document, statement, registration, filing, submission or material violation (and no event has occurred that, other information filed with notice or the lapse of time or both, would constitute a material default or material violation) of any term, condition or provision of any of its Material PermitsGovernmental Entity.
(c) Except as set forth on Section 3.12(c2.7(c) of the Disclosure Schedule, there are no material written agreements, memoranda of understanding, commitment letters or similar undertakings binding on an Acquired Company Disclosure Schedule sets forth or to which an Acquired Company is a party, on the applicable registrations one hand, and any Governmental Entity is a party or addressee, on the other hand, or any Orders by, or supervisory letters or cease-and-desist orders from, any Governmental Entity, nor has any Acquired Company adopted any policy, procedure or board or stockholder resolution at the request of any Governmental Entity, which, in each case, (i) limits the ability of any Acquired Insurance Company to issue insurance contracts or enter into reinsurance contracts, (ii) requires any divestiture of any investment of an Acquired Company, (iii) in any manner relates to the capital adequacy, credit or risk management policies or management of any Acquired Company or the ability of any Acquired Company to pay dividends, (iv) requires any investment of an Acquired Company to be treated as non-admitted assets (or local equivalent) in the Financial Statements of such Acquired Company, or (v) otherwise restricts the conduct of the business of an Acquired Company and each of its Subsidiaries with the Card Associations and NACHA. The or gives rise to any capital maintenance obligations, nor has any Acquired Company and each of its Subsidiaries is, and for the past five (5) years has been, been advised in compliance in all material respects with the applicable rules writing by any Governmental Entity that it is contemplating issuing or requesting any of the Card Associations and NACHA. To the knowledge of the Company, there is currently no (and since January 1, 2014 there has not been any) material investigation, proceeding or disciplinary action pending or threatened in writing against the Company or any of its Subsidiaries by a Card Association or NACHAforegoing.
(d) Since January 1None of the Acquired Companies, 2014or, to the knowledge Knowledge of the Seller, its respective officers, directors, employees or agents, is (i) listed in any Sanctions-related list of designated persons, including those maintained by the Office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, (ii) located, organized or resident in a country or region which is the subject of Sanctions or (iii) owned or controlled by any Person or Persons specified in clause (i) or (ii) above or otherwise the target of Sanctions.
(e) None of the Acquired Companies nor, to the Knowledge of the Seller, when acting on behalf of an Acquired Company, there has not been any unauthorized access, unauthorized acquisition, unauthorized disclosure or theft representative of Sensitive Data from the Company or any of its Subsidiaries that occurred while such Sensitive Data was in the possession or control of the Company or any of its Subsidiaries, nor to the knowledge of the an Acquired Company, has any Acquired Company has: (i) violated, been charged with or convicted of violating, or received any written complaint relating to an improper use or disclosure ofnotice, request, or citation, or been made aware of any allegation, investigation (formal or informal), inquiry, action, charge, or proceeding with regard to a breach in the security potential violation of, any provision of the United States Foreign Corrupt Practices Act (the “FCPA”), the UK Bribery Act 2010, or any other applicable Laws relating to fraud, conflicts of interest, bribery, gratuities, or corruption (including mail or wire fraud, honest services fraud, or commercial bribery (the “Anti-Corruption Laws”)); (ii) directly or indirectly, offered, paid, promised, or authorized, any money, gift, or other thing of value, (A) corruptly, to any foreign official (as such information or data, except in each case, as has not had and would not be reasonably likely to have, individually or term is defined in the aggregateFCPA), or to any person while knowing or having reason to know that such person had or would offer, pay, promise, or authorize, any money, gift, or other thing of value to any foreign official (as such term is defined in the FCPA), or (B) to any customer or employee or agent of any business counterparty to induce or reward the improper performance of the recipient’s function or the breach of a Material Adverse Effectduty owed by the recipient to his or her employer or principal; or (iii) engaged in any scheme to defraud, including a scheme to deprive another of money, property, or honest services. Each of the Acquired Company is, and for the past five (5) years Companies has been, in place internal controls sufficient to provide reasonable assurances that it is in compliance in all material respects with all applicable Contract requirements relating to privacy, personal data protectionAnti-Corruption Laws.
(f) This Section 2.7 does not relate to, and no representation or warranty is made in this Section 2.7 with respect to, Tax matters, Intellectual Property matters or environmental matters, which are the collectionsubjects of Section 2.10, processing Section 2.14, and use of personal information and its own privacy policies and guidelinesSection 2.21, except as has not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effectrespectively.
Appears in 1 contract
Samples: Securities Purchase Agreement (Finance of America Companies Inc.)
Compliance; Permits. (a) The Company and each of its Subsidiaries isMOJAVE SOUTHERN is not in conflict with, and for the past five (5) years has been, conducting its business and operations, and otherwise is, and has for the past five (5) years been, or in compliance in all material respects with all applicable Laws and Material Permits. Neither the Company nor its Subsidiaries have received any written or, to the knowledge of the Company, oral communication from any Governmental Authority in the past five (5) years alleging noncompliance in any material respect with any applicable Law.
(b) The Company and each of its Subsidiaries (and their respective employees who are legally required to be licensed by a Governmental Authority in order to perform his or her duties with respect to his or her employment with any Acquired Company), owns or holds all material Permits necessary to, in each case in all material respects, lawfully conduct its business as presently conducted and as currently contemplated to be conducted, and to own, lease and operate its assets and properties (the “Material Permits”). Section 3.12(b) of the Company Disclosure Schedule sets forth a correct and complete list of each Material Permit. All of the Material Permits are in full force and effect, and no suspension or cancellation of any of the Material Permits is pending or, to the Company’s knowledge, threatened. Neither the Company nor any of its Subsidiaries is in material default or material violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a material default or material violation) of any term, condition or provision of any of its Material Permits.
(c) Section 3.12(c) of the Company Disclosure Schedule sets forth the applicable registrations of the Company and each of its Subsidiaries with the Card Associations and NACHA. The Company and each of its Subsidiaries is, and for the past five (5) years has been, in compliance in all material respects with the applicable rules of the Card Associations and NACHA. To the knowledge of the Company, there is currently no (and since January 1, 2014 there has not been any) material investigation, proceeding or disciplinary action pending or threatened in writing against the Company or any of its Subsidiaries by a Card Association or NACHA.
(d) Since January 1, 2014, to the knowledge of the Company, there has not been any unauthorized access, unauthorized acquisition, unauthorized disclosure or theft of Sensitive Data from the Company or any of its Subsidiaries that occurred while such Sensitive Data was in the possession or control of the Company or any of its Subsidiaries, nor to the knowledge of the Company, has any Acquired Company received any written complaint relating to an improper use or disclosure of, (i) any law, rule, regulation, order, judgment or decree applicable to MOJAVE SOUTHERN or by which its properties is bound or affected, or (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which MOJAVE SOUTHERN is a breach in the security of, any such information party or databy which MOJAVE SOUTHERN or its properties is bound or affected, except in each casefor any conflicts, as has defaults or violations which could not had and would not reasonably be reasonably likely expected to have, individually or in the aggregate, a Material Adverse EffectEffect on MOJAVE SOUTHERN. Each Acquired Company isTo the Knowledge of MOJAVE SOUTHERN, and for no investigation or review by any governmental or regulatory body or authority is pending or threatened against MOJAVE SOUTHERN, nor has any governmental or regulatory body or authority indicated an intention to conduct the past five (5) years has beensame, other than, in compliance in all material respects with all applicable Contract requirements relating to privacyeach such case, personal data protection, and those the collection, processing and use outcome of personal information and its own privacy policies and guidelines, except as has not had and would not be reasonably likely to havewhich could not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect on MOJAVE SOUTHERN.
(b) MOJAVE SOUTHERN holds all permits, licenses, variances, exemptions, certifications, qualifications, requirements, registrations, orders and approvals from governmental authorities, which are material to operation of the business of MOJAVE SOUTHERN (collectively, the "MOJAVE SOUTHERN Permits"). MOJAVE SOUTHERN is in compliance in all respects with the terms of the MOJAVE SOUTHERN Permits, except where failure to comply could not reasonably be expected to have a Material Adverse Effect on MOJAVE SOUTHERN and all MOJAVE SOUTHERN Permits are outstanding and in good standing and there are no existing actions, seeking to cancel, terminate or limit such MOJAVE SOUTHERN Permits and MOJAVE SOUTHERN is in compliance with all obligations, instructions or requirements thereof. MOJAVE SOUTHERN has never been the subject of an Occupational and Safety Health Administration (or similar agency) inspection or found by any agency to be in violation of any occupational safety or health law. MOJAVE SOUTHERN has never been the subject of an inspection or inquiry regarding violations or alleged violations of any law by the Environmental Protection Agency, Federal Trade Commission, Food & Drug Administration, or similar federal, state, or local agency, and has not been found (or the subject of an allegation) by such agency to be in violation of any law. MOJAVE SOUTHERN has never been a party to any illegal or improper payments.
Appears in 1 contract
Compliance; Permits. (a) The Company Except as set forth in the reports, schedules, forms, statements, registration statements, proxy statements and each of its Subsidiaries isother documents (the "Parent SEC Documents") filed by the Parent with the SEC since December 31, 2000 and for the past five (5) years has been, conducting its business and operations, and otherwise is, and has for the past five (5) years been, in compliance in all material respects with all applicable Laws and Material Permits. Neither the Company nor its Subsidiaries have received any written or, prior to the knowledge date of the Companythis Agreement, oral communication from any Governmental Authority in the past five (5) years alleging noncompliance in any material respect with any applicable Law.
(b) The Company including those incorporated therein by reference and each of its Subsidiaries (and their respective employees who are legally required to be licensed not superseded by a Governmental Authority in order to perform his or her duties with respect to his or her employment with any Acquired Company)other Parent SEC Documents, owns or holds all material Permits necessary to, in each case in all material respects, lawfully conduct its business as presently conducted and as currently contemplated to be conducted, and to own, lease and operate its assets and properties (the “Material Permits”). Section 3.12(b) of the Company Disclosure Schedule sets forth a correct and complete list of each Material Permit. All of the Material Permits are in full force and effect, and no suspension or cancellation of any of the Material Permits is pending or, to the Company’s knowledge, threatened. Neither the Company neither Parent nor any of its Subsidiaries subsidiaries is in material default or material violation of, (and no event has occurred thati) any law, with notice rule, regulation, order, judgment or the lapse of time or both, would constitute a material default or material violation) of any term, condition or provision of any of its Material Permits.
(c) Section 3.12(c) of the Company Disclosure Schedule sets forth the decree applicable registrations of the Company and each of its Subsidiaries with the Card Associations and NACHA. The Company and each of its Subsidiaries is, and for the past five (5) years has been, in compliance in all material respects with the applicable rules of the Card Associations and NACHA. To the knowledge of the Company, there is currently no (and since January 1, 2014 there has not been any) material investigation, proceeding or disciplinary action pending or threatened in writing against the Company to Parent or any of its Subsidiaries subsidiaries or by a Card Association which its or NACHA.
any of their respective properties is bound or (dii) Since January 1any note, 2014bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to the knowledge of the Company, there has not been any unauthorized access, unauthorized acquisition, unauthorized disclosure or theft of Sensitive Data from the Company which Parent or any of its Subsidiaries that occurred while such Sensitive Data was in the possession subsidiaries is a party or control of the Company by which Parent or any of its Subsidiariessubsidiaries or its or any of their respective properties is bound, nor to the knowledge of the Company, has any Acquired Company received any written complaint relating to an improper use or disclosure of, or a breach in the security of, except for any such information conflicts, defaults or data, except in each case, as has not had and violations which would not reasonably be reasonably likely to haveexpected, individually or in the aggregate, to have a Material Adverse Effect. Each Acquired Company isNo investigation by any Governmental Authority with respect to Parent or any of its subsidiaries is pending or, and for the past five (5) years has beento Parent's knowledge, in compliance in all material respects with all applicable Contract requirements relating to privacy, personal data protection, and the collection, processing and use of personal information and its own privacy policies and guidelinesthreatened, except as has not had and for investigations which, if they resulted in action being taken against Parent, would not be reasonably likely to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(b) Except as set forth in the Parent SEC Documents, Parent and its subsidiaries hold all permits, licenses, easements, variances, exemptions, consents, certificates, orders and approvals from governmental authorities which are material to the operation of the businesses of Parent and its subsidiaries, taken as a whole, as it is now being conducted (collectively, the "Parent Permits"), except where the failure to hold such Parent Permits would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Parent and its subsidiaries are in compliance with the terms of the Parent Permits, except as described in the Parent SEC Documents or where the failure to so comply would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 1 contract
Compliance; Permits. (a) The Each Group Company and each of its Subsidiaries is, and for at all times since the past five (5) years Lookback Date each Group Company has been, conducting its business and operationsin compliance, and otherwise is, and has for the past five (5) years been, in compliance in all material respects respects, with all Laws applicable Laws to it or by which it or any of its properties is bound or affected. Except as set forth on Schedule 3.9(a), since the Lookback Date, (i) no Group Company has received notice of any material violation of Law by any Group Company, and Material Permits. Neither the Company nor its Subsidiaries have received any written or, (ii) to the knowledge of the Company, oral communication from any Governmental Authority in the past five (5) years alleging noncompliance in no Group Company has been under investigation with respect to any material respect with any applicable violation of Law.
(b) The Company and each Schedule 3.9(b) contains a complete list, as of its Subsidiaries (and their respective employees who are legally required to be licensed by a Governmental Authority in order to perform his or her duties with respect to his or her employment with any Acquired Company)the date hereof, owns or holds of all material Permits necessary toissued to each of the Group Companies that are required for the operation of the respective business of each Group Company as presently conducted. Except as set forth on Schedule 3.9(b), each Group Company holds and is in each case compliance, in all material respects, lawfully conduct its business with all material Permits from any Governmental Authority that are required for the operation of their respective businesses as presently conducted and as currently contemplated presently intended to be conducted, and to ownand, lease and operate its assets and properties (the “Material Permits”). Section 3.12(b) as of the Company Disclosure Schedule sets forth a correct and complete list of each Material Permit. All of the Material Closing, all such Permits are will be in full force and effect, and no suspension or cancellation of any of the Material Permits is pending or, to the Company’s knowledge, threatened. Neither the No Group Company nor any of its Subsidiaries is in material default or material violation (violation, and no event has occurred thatwhich, with notice or the lapse of time or both, would constitute a material default or material violation) , of any term, condition or provision of any of its Material Permits.
(c) Section 3.12(c) of the Company Disclosure Schedule sets forth the applicable registrations of the Company and each of its Subsidiaries with the Card Associations and NACHA. The Company and each of its Subsidiaries is, and for the past five (5) years has been, in compliance in all material respects with the applicable rules of the Card Associations and NACHA. To the knowledge of the Company, there is currently no (and since January 1, 2014 there has not been any) material investigation, proceeding or disciplinary action pending or threatened in writing against the Company or any of its Subsidiaries by a Card Association or NACHA.
(d) Since January 1, 2014Permit and, to the knowledge of the Company, there has not been are no facts or circumstances which could reasonably be expected to form the basis for any unauthorized access, unauthorized acquisition, unauthorized disclosure such material default or theft of Sensitive Data from the Company or any of its Subsidiaries that occurred while such Sensitive Data was in the possession or control violation. None of the Permits will be impaired or otherwise adversely affected as a result of the consummation of the transactions contemplated by this Agreement.
(c) No Group Company or any of its Subsidiariesnor, nor to the knowledge of the Company, any of their respective officers, directors, managers, employees and any other Person acting on behalf of any Group Company: (i) has taken any Acquired Company received action in violation of any written complaint relating to an improper use or disclosure ofprovision of the Export Administration Regulations, the International Traffic in Arms Regulations, the statutes, regulations, and Executive Orders administered by the U.S. Department of the Treasury, Office of Foreign Assets Control, the Foreign Corrupt Practices Act, and the U.S. import Laws administered by U.S. Customs and Border Protection, or any other applicable anti-bribery, anti-money laundering, anti-corruption, customs, export control, trade sanctions, anti-terrorism or anti-boycott Laws, (ii) made any unlawful political contribution or established or maintained any unlawful or unreported funds, or (iii) has offered, paid, given, promised to pay or give, or authorized the payment or gift of anything of value, directly or indirectly, to (A) any individual holding a breach legislative, administrative or judicial position of any kind; (B) any officer, employee or any other individual acting in an official capacity for any Governmental Authority; (C) any political party or official thereof or any candidate for political office (individually and collectively, a “Government Official”), (D) any employee or agent of a private entity with which the security ofCompany does or seeks to do business (a “Private Sector Counterparty”) or (E) any individual while knowing that all or a portion of such money or thing of value would be offered, given or promised to any such information Government Official or dataPrivate Sector Counterparty, except in each case, as has not had and would not be reasonably likely for purposes of (x) influencing any act or decision of any public official in such official’s official capacity, (y) inducing such public official to havedo or omit to do any act in violation of such official’s lawful duty, individually or in the aggregate(z) obtaining or retaining any business or any business advantage, a Material Adverse Effect. Each Acquired Company is, and for the past five (5) years has been, in compliance in all material respects with all applicable Contract requirements relating to privacy, personal data protection, and the collection, processing and use of personal information and its own privacy policies and guidelines, except as has not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effectdirecting improper advantage.
Appears in 1 contract
Samples: Unit Purchase Agreement (Construction Partners, Inc.)
Compliance; Permits. (a) The Company and each of its Subsidiaries is, and for the past five (5) years has been, conducting its business and operations, and otherwise is, and has for the past five (5) years been, in compliance in all material respects with all applicable Laws and Material Permits. Neither the Company nor its Subsidiaries have received any written or, to the knowledge of the Company, oral communication from any Governmental Authority in the past five (5) years alleging noncompliance in any material respect with any applicable Law.
(b) The Company and each of its Subsidiaries (and their respective employees who are legally required to be licensed by a Governmental Authority in order to perform his or her duties with respect to his or her employment with any Acquired Company), owns or holds all material Permits necessary to, in each case in all material respects, lawfully conduct its business as presently conducted and as currently contemplated to be conducted, and to own, lease and operate its assets and properties (the “Material Permits”). Section 3.12(b) of the Company Disclosure Schedule sets forth a correct and complete list of each Material Permit. All of the Material Permits are in full force and effect, and no suspension or cancellation of any of the Material Permits is pending or, to the Company’s knowledge, threatened. Neither the Company nor any of its the Company Subsidiaries is in material conflict with, or in default or material violation of (and no event has occurred that, with notice i) any Law or Order applicable to the lapse of time Company or both, would constitute a material default or material violation) of any term, condition or provision of any of its Material Permits.
(c) Section 3.12(c) of the Company Disclosure Schedule sets forth Subsidiaries or by which its or any of their respective properties is bound or affected (excluding for purposes of this Section 3.06(a) Environmental Laws), (ii) any rule or requirement of any self-regulatory body to which the applicable registrations Company or any of the Company and Subsidiaries is subject, or (iii) to the Knowledge of the Company, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of the Company Subsidiaries is a party or by which the Company or any of the Company Subsidiaries or its or any of their respective properties is bound or affected, except in each case for any such conflicts, defaults or violations which, individually or in the aggregate, would not have a Company Material Adverse Effect. Without limiting the generality of its Subsidiaries with the Card Associations and NACHA. The foregoing, as of the Effective Time, (i) the Company and each of its the Company Subsidiaries is, and for the past five (5) years has been, shall be in compliance in all material respects with the applicable rules provisions of the Card Associations Occupational and NACHA. To Safety Health Act of 1970, as amended, and the knowledge of the Companyregulations promulgated thereunder, there is currently no and (and since January 1, 2014 there has not been anyii) material investigation, proceeding or disciplinary action pending or threatened in writing against the Company or any of its Subsidiaries by a Card Association or NACHA.
(d) Since January 1, 2014, to the knowledge of the Company, there has not been any unauthorized access, unauthorized acquisition, unauthorized disclosure or theft of Sensitive Data from the Company or any of its Subsidiaries that occurred while such Sensitive Data was in the possession or control none of the Company or any of its Subsidiariesthe Company Subsidiaries shall have been advised of any fact or circumstance or set of facts or circumstances which would cause the Company or any of the Company Subsidiaries to fail to be in material compliance with such provisions.
(b) The Company and the Company Subsidiaries hold all permits, nor licenses, easements, franchises, land rights, variances, exemptions, consents, certificates, orders and approvals from Governmental Entities that are necessary to the knowledge operation of the Companybusiness of the Company and the Company Subsidiaries as it is now being conducted (collectively, has any Acquired the “Company received any written complaint relating to an improper use or disclosure of, or a breach in the security of, any such information or dataPermits”), except in each case, as has not had and where the failure to have such Company Permits would not be reasonably likely to havenot, individually or in the aggregate, have a Company Material Adverse Effect. Each Acquired The Company is, and for the past five (5) years has beenCompany Subsidiaries are in compliance with the terms of the Company Permits except, in compliance each case, where the failure to so comply would not, individually or in the aggregate, have a Company Material Adverse Effect.
(c) All filings required to be made by the Company or any of the Company Subsidiaries since December 31, 2009 under any applicable Laws or Orders relating to the regulation of public utilities have been filed with the appropriate PUC or Environmental Agency or any other appropriate Governmental Entity (including, without limitation, to the extent required, the state public utility regulatory agencies in New Hampshire), as the case may be, including all forms, statements, reports and agreements and all documents, exhibits, amendments and supplements appertaining thereto, including but not limited to all rates, tariffs, franchises, service agreements and related documents and all such filings complied, as of their respective dates, in all material respects with all applicable Contract requirements relating to privacy, personal data protection, and of the collection, processing and use of personal information and its own privacy policies and guidelinesappropriate Laws or Orders, except as has not had and for such filings or such failures to comply that would not be reasonably likely to havenot, individually or in the aggregate, have a Company Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Pennichuck Corp)
Compliance; Permits. (a) The Except as disclosed in the Company SEC Documents, the businesses of each of the Company and each its Subsidiaries and Joint Ventures have not been, and are not being, conducted in breach or violation of, or default under, or non-compliance with any term, condition or provision of (i) their respective certificates of incorporation or by-laws (or comparable organizational documents); (ii) any Contract to which the Company or any of its Subsidiaries isor Joint Ventures is a party or by which any of them or any of their property is bound; or (iii) any Law, and for the past five (5) years has beencourt order, conducting its business and operationsjudgment, and otherwise isdecree, and has for the past five (5) years been, in compliance in all material respects with all injunction or Permit applicable Laws and Material Permits. Neither to the Company nor its Subsidiaries have received or any written or, to the knowledge of the Company, oral communication from any Governmental Authority in the past five (5) years alleging noncompliance in any material respect with any applicable Law.
(b) The Company and each of its Subsidiaries or Joint Ventures (including without limitation all workplace or occupational health and their respective employees who are legally required to be licensed by a Governmental Authority in order to perform his or her duties safety Laws, antitrust Laws and foreign corrupt practices Laws), except, with respect to his or her employment with any Acquired Companythe foregoing clauses (ii) and (iii), owns any such breaches, violations, defaults or holds all material Permits necessary tonon-compliance that, individually or in each case in all material respectsthe aggregate, lawfully conduct its business as presently conducted and as currently contemplated to be conducteddo not, and are not reasonably likely to own, lease and operate its assets and properties (the “have or result in a Company Material Permits”). Section 3.12(b) of the Company Disclosure Schedule sets forth a correct and complete list of each Material Permit. All of the Material Permits are in full force and effect, and no suspension or cancellation of any of the Material Permits is pending or, to the Company’s knowledge, threatenedAdverse Effect. Neither the Company nor any of its Subsidiaries is in material default or material violation (Joint Ventures has received any notice, and the Company has no event has occurred that, with notice or the lapse of time or both, would constitute a material default or material violation) Knowledge of any termmaterial claim, condition alleging any such breaches, violations, defaults or provision of any of its Material Permitsnon-compliance.
(cb) Section 3.12(c) of the Company Disclosure Schedule sets forth the applicable registrations Each of the Company and each of its Subsidiaries with the Card Associations and NACHA. The Company Joint Ventures hold all licenses, permits, consents, authorizations, waivers, grants, franchises, registrations and each approvals of its Subsidiaries is, and any Governmental Entity or other Persons necessary for the past five ownership, leasing, operation and use of their respective property and assets and the conduct of their respective businesses as currently or proposed to be conducted (5) years has been, in compliance in all material respects with the applicable rules of the Card Associations and NACHA. To the knowledge of the Company, there is currently no (and since January 1, 2014 there has not been any) material investigation, proceeding or disciplinary action pending or threatened in writing against the Company or any of its Subsidiaries by a Card Association or NACHA.
(d) Since January 1, 2014, to the knowledge of the Company, there has not been any unauthorized access, unauthorized acquisition, unauthorized disclosure or theft of Sensitive Data from the Company or any of its Subsidiaries that occurred while such Sensitive Data was in the possession or control of the Company or any of its Subsidiaries, nor to the knowledge of the Company, has any Acquired Company received any written complaint relating to an improper use or disclosure of, or a breach in the security of, any such information or data"PERMITS"), except in each case, as has not had and would not be reasonably likely for any failures to havehold such Permits which, individually or in the aggregate, do not, and are not reasonably likely, to have or result in a Company Material Adverse Effect. Each Acquired Neither the Company is, and for nor any of its Subsidiaries has received notice that any Permit will be terminated or modified or cannot be renewed in the past five (5) years has been, in compliance in all material respects with all applicable Contract requirements relating to privacy, personal data protection, ordinary course of business and the collectionCompany has no Knowledge of any reasonable basis for any such termination, processing and use of personal information and its own privacy policies and guidelinesmodification or nonrenewal, except as has not had and would not be reasonably likely to havefor any such terminations, modifications or nonrenewals which, individually or in the aggregate, a do not, and are not reasonably likely to, have or result in any Company Material Adverse Effect.
Appears in 1 contract
Compliance; Permits. (a) The Company Convera and each its Subsidiaries are and have been in compliance with and are not in default or violation of (and have not received any notice of non-compliance, default or violation with respect to) any law, rule, regulation, order, judgment or decree applicable to Convera or any of its Subsidiaries isor by which any of their respective properties is bound or affected, and for the past five (5) years has beenConvera is not aware of any such non-compliance, conducting its business and operationsdefault or violation thereunder, and otherwise iswhere such non-compliance, and has for the past five (5) years been, in compliance in all material respects with all applicable Laws and default or violation would reasonably be expected to have a Material Permits. Neither the Company nor its Subsidiaries have received any written or, to the knowledge of the Company, oral communication from any Governmental Authority in the past five (5) years alleging noncompliance in any material respect with any applicable LawAdverse Effect.
(b) The Company Each of Convera and each of its Subsidiaries (and their respective employees who are legally required to be licensed by a Governmental Authority in order to perform his or her duties with respect to his or her employment with any Acquired Company), owns or holds all permits, licenses, easements, variances, exemptions, consents, certificates, authorizations, registrations, orders and other approvals from Governmental Entities that are material Permits necessary to, in each case in all material respects, lawfully conduct to the operation of the respective business of B2B and its business Subsidiaries taken as presently conducted and a whole as currently contemplated to be conductedconducted (collectively, and to own, lease and operate its assets and properties (the “Material Convera Permits”), where the failure to hold the Convera Permits would be reasonably be expected to have a Material Adverse Effect. Section 3.12(b) of the Company Disclosure Schedule sets forth a correct and complete list of each Material Permit. All of the Material The Convera Permits are in full force and effecteffect and, to the best knowledge of Convera or B2B, have not been violated in any material respect and no suspension, revocation or cancellation thereof has been threatened, and there is no suspension action, proceeding or investigation pending or, to Convera’s or B2B’s knowledge, threatened, seeking the suspension, revocation or cancellation of any Convera Permits. No Convera Permit shall cease to be effective as a result of the Material Permits is pending or, to the Company’s knowledge, threatened. Neither the Company nor any of its Subsidiaries is in material default or material violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a material default or material violation) of any term, condition or provision of any of its Material Permits.
(c) Section 3.12(c) consummation of the Company Disclosure Schedule sets forth the applicable registrations of the Company and each of its Subsidiaries with the Card Associations and NACHA. The Company and each of its Subsidiaries is, and for the past five (5) years has been, in compliance in all material respects with the applicable rules of the Card Associations and NACHA. To the knowledge of the Company, there is currently no (and since January 1, 2014 there has not been any) material investigation, proceeding or disciplinary action pending or threatened in writing against the Company or any of its Subsidiaries transactions contemplated by a Card Association or NACHAthis Agreement.
(d) Since January 1, 2014, to the knowledge of the Company, there has not been any unauthorized access, unauthorized acquisition, unauthorized disclosure or theft of Sensitive Data from the Company or any of its Subsidiaries that occurred while such Sensitive Data was in the possession or control of the Company or any of its Subsidiaries, nor to the knowledge of the Company, has any Acquired Company received any written complaint relating to an improper use or disclosure of, or a breach in the security of, any such information or data, except in each case, as has not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. Each Acquired Company is, and for the past five (5) years has been, in compliance in all material respects with all applicable Contract requirements relating to privacy, personal data protection, and the collection, processing and use of personal information and its own privacy policies and guidelines, except as has not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Convera Corp)
Compliance; Permits. (a) The Company MTS and each of its Subsidiaries is, and for the past five (5) years has been, conducting its business and operations, and otherwise is, and has for the past five (5) years been, are in compliance in all material respects with all applicable Laws U.S., Israeli and Material Permitsother applicable Laws. Neither the Company nor its Subsidiaries have received No investigation, claim, suit, proceeding, audit or other action by any written Governmental Body is pending or, to the knowledge Knowledge of MTS, threatened against MTS or any of its Subsidiaries. There is no agreement, judgment, injunction, order or decree binding upon MTS or any of its Subsidiaries which: (i) has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of MTS or any of its Subsidiaries, any acquisition of material property by MTS or the conduct of business by MTS or any of its Subsidiaries as currently conducted, (ii) is reasonably likely to have an adverse effect on MTS’s or any of its Subsidiaries’ ability to comply with or perform any covenant or obligation under this Agreement, or (iii) is reasonably likely to have the effect of preventing, delaying, making illegal or otherwise interfering with the Contemplated Transactions.
(b) Within the three (3) years prior to the date hereof, to the Knowledge of MTS, no investigation, disciplinary proceeding, audit, inquiry, order, decree, decision or judgment or non-ordinary course review of any Governmental Authority or regulatory body against MTS or any MTS Subsidiary or any Person for whose acts or defaults MTS or any of the CompanyMTS Subsidiaries may be vicariously liable is pending or threatened in writing nor has any Governmental Authority indicated in writing to MTS or any of the MTS Subsidiaries an intention to conduct the same.
(c) Within the three (3) years prior to the date hereof, oral neither MTS nor any MTS Subsidiary has received any written notice or other communication (official or otherwise) from any Governmental Authority in the past five (5i) years alleging noncompliance with respect to an alleged, actual or potential violation and/or failure to comply, in any material respect respect, with any applicable Law or (ii) requiring MTS or any MTS Subsidiary to take or omit any action to ensure compliance with any applicable Law.
(bd) The Company MTS and each of its Subsidiaries (hold all required Governmental Authorizations which are material to the operation of the business of MTS and their respective employees who are legally required to be licensed by a Governmental Authority in order to perform his or her duties with respect to his or her employment with any Acquired Company), owns or holds all material Permits necessary to, in each case in all material respects, lawfully conduct its business as presently conducted and Subsidiaries as currently contemplated to be conducted, and to own, lease and operate its assets and properties conducted (the “Material MTS Permits”). Section 3.12(b3.13(d) of the Company MTS Disclosure Schedule sets forth a correct and complete list of identifies each Material MTS Permit. All MTS and its Subsidiaries are in material compliance with the terms of the Material Permits are in full force and effect, and no suspension or cancellation of any of the Material Permits MTS Permits. No Legal Proceeding is pending or, to the Company’s knowledgeKnowledge of MTS, threatened. Neither the Company nor any of its Subsidiaries is in material default or material violation (and no event has occurred that, with notice or the lapse of time or bothwhich seeks to revoke, would constitute a material default or material violation) of any termlimit, condition or provision of any of its Material Permits.
(c) Section 3.12(c) of the Company Disclosure Schedule sets forth the applicable registrations of the Company and each of its Subsidiaries with the Card Associations and NACHA. The Company and each of its Subsidiaries is, and for the past five (5) years has been, in compliance in all material respects with the applicable rules of the Card Associations and NACHA. To the knowledge of the Company, there is currently no (and since January 1, 2014 there has not been any) material investigation, proceeding or disciplinary action pending or threatened in writing against the Company or any of its Subsidiaries by a Card Association or NACHA.
(d) Since January 1, 2014, to the knowledge of the Company, there has not been any unauthorized access, unauthorized acquisition, unauthorized disclosure or theft of Sensitive Data from the Company or any of its Subsidiaries that occurred while such Sensitive Data was in the possession or control of the Company or any of its Subsidiaries, nor to the knowledge of the Company, has any Acquired Company received any written complaint relating to an improper use or disclosure ofsuspend, or a breach in the security of, materially modify any such information or data, except in each case, as has not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. Each Acquired Company is, and for the past five (5) years has been, in compliance in all material respects with all applicable Contract requirements relating to privacy, personal data protection, and the collection, processing and use of personal information and its own privacy policies and guidelines, except as has not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse EffectMTS Permit.
Appears in 1 contract
Samples: Merger Agreement (Mer Telemanagement Solutions LTD)
Compliance; Permits. (a) The Company and each of its Subsidiaries Buyer is, and for at all times required by the past five (5) years Advisers Act during its existence has been, conducting duly registered as an investment adviser under the Advisers Act. Buyer is and at all times required by applicable Law (other than the Advisers Act) has been, duly registered, licensed or qualified as an investment adviser in each state or any other jurisdiction where the conduct of its business and operationsrequired such registration, and otherwise licensing or qualification. Buyer is, and has for the past five (5) years been, in compliance in at all material respects with all applicable Laws and Material Permits. Neither the Company nor its Subsidiaries have received any written or, to the knowledge of the Company, oral communication from any Governmental Authority in the past five (5) years alleging noncompliance in any material respect with any applicable Law.
(b) The Company and each of its Subsidiaries (and their respective employees who are legally required to be licensed by a Governmental Authority in order to perform his or her duties with respect to his or her employment with any Acquired Company), owns or holds all material Permits necessary to, in each case in all material respects, lawfully conduct its business as presently conducted and as currently contemplated to be conducted, and to own, lease and operate its assets and properties (the “Material Permits”). Section 3.12(b) of the Company Disclosure Schedule sets forth a correct and complete list of each Material Permit. All of the Material Permits are in full force and effect, and no suspension or cancellation of any of the Material Permits is pending or, to the Company’s knowledge, threatened. Neither the Company nor any of its Subsidiaries is in material default or material violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a material default or material violation) of any term, condition or provision of any of its Material Permits.
(c) Section 3.12(c) of the Company Disclosure Schedule sets forth the applicable registrations of the Company and each of its Subsidiaries with the Card Associations and NACHA. The Company and each of its Subsidiaries is, and for the past five (5) years has been, in compliance in all material respects with the applicable rules of the Card Associations and NACHA. To the knowledge of the Company, there is currently no (and times since January 1, 2014 there has not been any) material investigation2015 (or, proceeding or disciplinary action pending or threatened in writing against if later, the Company or any date of its Subsidiaries by a Card Association or NACHA.
(dorganization) Since January 1, 2014, to the knowledge of the Company, there has not been any unauthorized access, unauthorized acquisition, unauthorized disclosure or theft of Sensitive Data from the Company or any of its Subsidiaries that occurred while such Sensitive Data was in the possession or control of the Company or any of its Subsidiaries, nor to the knowledge of the Company, has any Acquired Company received any written complaint relating to an improper use or disclosure of, or a breach in the security of, any such information or data, except in each case, as has not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. Each Acquired Company is, and for the past five (5) years has been, in compliance in all material respects with all Laws applicable Contract requirements to its operations as an investment adviser. Buyer has not received any written notice from a Governmental Entity asserting any material violation by Buyer any applicable Law, nor to the knowledge of Buyer is there a reasonable basis for such assertion by any Governmental Entity.
(b) There are no Actions pending or, to the knowledge of Buyer, threatened to terminate or otherwise limit rights under any material Permits held by Buyer that are necessary for Buyer to fulfill its obligations pursuant to the New Investment Advisory Agreements, and there has occurred no material default under, or material violation of, any such Permit.
(c) Neither Buyer nor any “affiliated person” (as defined under the Investment Company Act) of Buyer is ineligible pursuant to Sections 9(a) or 9(b) of the Investment Company Act to serve as an investment adviser (or in any other capacity contemplated by Sections 9(a) or 9(b) of the Investment Company Act) to a registered investment company nor is there any Action pending or, to the knowledge of Buyer, threatened by any Governmental Entity, that would result in the ineligibility of Buyer or such “affiliated persons” to serve in any such capacities. Neither Buyer nor any person “associated” (as defined under the Advisers Act) with Buyer is ineligible pursuant to Section 203 of the Advisers Act to serve as a registered investment adviser or as an “associated” person of a registered investment adviser, nor is there any Action pending or, to the knowledge of Buyer, threatened by any Governmental Entity that would result in the ineligibility of Buyer or such “associated” persons.
(d) Except for routine examinations conducted by any Governmental Entity in the regular course of the business of Buyer (i) no Governmental Entity has initiated any Action or, to the knowledge of Buyer, threatened such Action with respect to the business or operations of Buyer and (ii) Buyer has not received any notice or communication (A) of any unresolved violation or exception by any Governmental Entity with respect to any report or statement by any Governmental Entity relating to privacyany examination of Buyer, personal data protection(B) threatening to revoke or condition the continuation of any Permit of Buyer or (C) restricting or disqualifying the activities of Buyer (except for restrictions generally imposed by rule, and regulation or administrative policy on similarly regulated Persons generally) that, in any of the collectionforegoing cases, processing and use of personal information and its own privacy policies and guidelines, except as has not had and would not reasonably be reasonably likely to have, individually have a material and adverse effect on the ability of Buyer to fulfill its obligations pursuant to the New Investment Advisory Agreements.
(e) Neither Buyer nor any of its Affiliates has any express or in implied understanding or agreement that would impose an “unfair burden” on a BDC that would preclude satisfaction of the aggregate, safe harbor provided by Section 15(f) of the Investment Company Act as a Material Adverse Effectresult of the transactions contemplated by this Agreement or the Ancillary Agreements or by such express or implied understanding or agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Fifth Street Asset Management Inc.)
Compliance; Permits. (a) The Company and each of its Subsidiaries is, and for the past five (5) years has been, conducting its business and operations, and otherwise is, and has for the past five (5) years been, is in compliance in all material respects with all Laws applicable Laws and Material Permitsto it or by which it or any of its properties is bound or affected. Neither No suits, actions or proceedings have been filed against the Company nor its Subsidiaries have in the past three (3) years alleging a violation of any such applicable Laws. The Company has not received at any time within the past three (3) years any written ornotice or other written communication, or to the knowledge of the Company, oral communication any other notice from any Governmental Authority in the past five (5) years alleging noncompliance in or any material respect other Person of any failure by it to comply with any applicable such Law, other than customer complaints resolved without material liability to the Company. This Section 3.9 does not relate to Tax matters (which is the subject of Section 3.15), environmental matters (which is the subject of Section 3.11), employee benefit matters (which is the subject of Section 3.10), intellectual property matters (which is the subject of Section 3.12) or labor matters (which is the subject of Section 3.13.
(b) The Company and each of its Subsidiaries (and their respective employees who are legally required to be licensed by a Governmental Authority in order to perform his or her duties with respect to his or her employment with any Acquired Company), owns or holds all material Permits permits, licenses, certificates and approvals from any Governmental Authority necessary to, in each case in all material respects, lawfully for the lawful conduct of its business as presently conducted and as currently contemplated to be conducted(collectively, and to own, lease and operate its assets and properties (the “"Material Permits”"). Section 3.12(b) The Company is in compliance in all material respects with the terms of the Company Disclosure Schedule sets forth a correct and complete list of each Material PermitPermits. All of the such Material Permits are in full force and effecteffect in all material respects. As of the date hereof, and no suspension or cancellation of any of the Material Permits is pending or, to the knowledge of the Company’s knowledge, threatened. Neither There are no actions, suits or proceedings pending or, to the Company nor any knowledge of its Subsidiaries is the Company, threatened, that would reasonably be expected to result in material default the termination, revocation, suspension or material violation restriction of any such Material Permit or the imposition of any material fine, penalty, sanction, Law or Order relating to any Material Permit. The Company has not received at any time within the past three (and no event has occurred that, with 3) years any written notice or other written communication, or to the lapse knowledge of time the Company, any other notice from any Governmental Authority or bothany other Person regarding any actual, would constitute a material default alleged or material violation) potential violation of, or failure to comply with, or any Material Permit, any actual or threatened revocation, withdrawal, suspension, cancellation, termination or modification of any termMaterial Permit, condition or provision of any of its Material Permitsother than customer complaints resolved without material liability to the Company.
(c) Section 3.12(c) of There is no Order binding upon the Company Disclosure Schedule sets forth the applicable registrations of or by which the Company and each of its Subsidiaries with the Card Associations and NACHA. The Company and each of its Subsidiaries isis subject to, and for the past five (5) years has been, in compliance in all material respects with the applicable rules of the Card Associations and NACHAor operating under. To the knowledge of the Company, there is currently no (and since January 1director, 2014 there has not been any) material investigationofficer, proceeding employee or disciplinary action pending or threatened in writing against agent of the Company is subject to any Order that prohibits such director, officer, employee or agent from engaging in or continuing any of its Subsidiaries by a Card Association conduct, activity or NACHA.
(d) Since January 1, 2014, practice relating to the knowledge business of the Company, there has not been any unauthorized access, unauthorized acquisition, unauthorized disclosure or theft of Sensitive Data from the Company or any of its Subsidiaries that occurred while such Sensitive Data was in the possession or control of the Company or any of its Subsidiaries, nor to the knowledge of the Company, has any Acquired Company received any written complaint relating to an improper use or disclosure of, or a breach in the security of, any such information or data, except in each case, as has not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. Each Acquired Company is, and for the past five (5) years has been, in compliance in all material respects with all applicable Contract requirements relating to privacy, personal data protection, and the collection, processing and use of personal information and its own privacy policies and guidelines, except as has not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 1 contract
Compliance; Permits. (a) The Except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, the Company and each of its Subsidiaries isis conducting, and for the past five (5) years since January 1, 2018 has beenconducted, conducting its business and operationsoperations in compliance, and otherwise is, and has for the past five (5) years been, in compliance in all material respects with all applicable Laws and Material Permits. Neither , and neither the Company nor its Subsidiaries have received any written or, to the knowledge of the Company, oral communication from any Governmental Authority in the past five (5) years since January 1, 2018 alleging noncompliance in any material respect with any applicable Law.
(b) The Except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, the Company and each of its Subsidiaries (and their respective employees who are legally required to be licensed by a Governmental Authority in order to perform his or her duties with respect to his or her employment with any Acquired Company), owns or holds all material Permits necessary to, in each case in all material respects, to lawfully conduct its business as presently conducted and as currently contemplated to be conducted, and to own, lease and operate its assets and properties (the “Material Permits”). Section 3.12(b) of the Company Disclosure Schedule sets forth a correct and complete list of each Each Material Permit. All of the Material Permits are Permit is in full force and effect, and no suspension suspension, revocation or cancellation of any of the Material Permits is pending or, to the Company’s knowledge, threatened. Neither the Company nor any of its Subsidiaries is in material conflict with, or in material default or material violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a material default or material violation) of of, any term, condition or provision of any of its Material Permits.
(c) Section 3.12(c) of the Company Disclosure Schedule sets forth the applicable registrations of the Company and each of its Subsidiaries with the Card Associations and NACHA. The Company and each of its Subsidiaries is, and for the past five (5) years has been, in compliance in all material respects with the applicable rules of the Card Associations and NACHA. To the knowledge of the Company, there is currently no (and since January 1, 2014 there has not been any) material investigation, proceeding or disciplinary action pending or threatened in writing against the Company or any of its Subsidiaries by a Card Association or NACHA.
(d) Since January 1, 20142018, to the knowledge of the Company, (i) there has not been any unauthorized access, unauthorized acquisition, unauthorized disclosure disclosure, transfer or export in violation of applicable Laws, or theft of Sensitive Data or other Personal Information from the Company or any of its Subsidiaries that occurred while such Sensitive Data or Personal Information was in the possession or control of the Company or any of its Subsidiaries, nor and (ii) the Company or any of its Subsidiaries has not been subject to the knowledge of the Companyany audits, has any Acquired Company proceedings or investigations or received any written complaint relating to an improper use collection, use, or disclosure of, or a breach in the security of, any such information or data, except in each case, as has not had been material to the Company and would not be reasonably likely to haveits Subsidiaries, individually or in the aggregate, taken as a Material Adverse Effectwhole. Each Acquired The Company and each of its Subsidiaries is, and for the past five (5) years since January 1, 2018 has been, in compliance in all material respects with all (A) applicable Privacy/Data Security Laws, (B) privacy or other policies and guidelines of the Company and/or any of its Subsidiaries, and (C) applicable Contract requirements requirements, in each case relating to privacy, personal data security and protection, and the collection, processing and use of personal information and its own privacy policies and guidelinesPersonal Information, except as has not had been material to the Company and would not be reasonably likely its Subsidiaries, taken as a whole. The Company and its Subsidiaries have each implemented reasonable data security safeguards designed to have, individually or protect the security and integrity of its Business Systems and any Business Data in the aggregatepossession or control of the Company or any of its Subsidiaries, a Material Adverse Effectincluding implementing procedures preventing unauthorized access and the introduction of Disabling Devices.
(d) No public or private subsidies granted or paid to the Company or any of its Subsidiaries have been revoked, suspended or cancelled, and neither the Company nor any of its Subsidiaries is in material default or material violation of any term, condition or provision of any such subsidy.
(e) Neither the Company nor any Subsidiary thereof produces, designs, tests, manufactures, fabricates or develops any “critical technologies” as defined at 31 C.F.R. § 800.215 and, accordingly, no filing before the Committee on Foreign Investment in the United States is required pursuant to §800.401.
Appears in 1 contract
Compliance; Permits. (a) The Company and each of its Subsidiaries ishas, and for the past five (5) years has been, conducting its business and operations, and otherwise is, and has for the past five (5) years been, in compliance in all material respects with all applicable Laws and Material Permits. Neither the Company nor its Subsidiaries have received any written or, to the knowledge of the Company, oral communication from any Governmental Authority in the past five (5) years alleging noncompliance in any material respect with any applicable Law.
(b) The Company and each of its Subsidiaries (and their respective employees who are legally required to be licensed by a Governmental Authority in order to perform his or her duties with respect to his or her employment with any Acquired Company), owns or holds all material Permits necessary to, in each case in all material respects, lawfully conduct complied with all laws, statutes, rules, regulations, judgments, orders and decrees (collectively, “Laws”) applicable to its business as presently conducted present and as currently contemplated proposed business. There is no term or provision of any mortgage, indenture, contract, agreement or instrument to be conducted, and to own, lease and operate its assets and properties (the “Material Permits”). Section 3.12(b) of which the Company Disclosure Schedule sets forth is a correct and complete list of each Material Permit. All of the Material Permits are in full force and effect, and no suspension party or cancellation of any of the Material Permits by which it is pending bound or, to the Company’s knowledge, threatenedany provision of any Law applicable to or binding upon the Company, which has had, or could reasonably be expected to have, a Company Material Adverse Effect. Neither Except as set forth in Section 2.15(a) of the Disclosure Schedule, to the best of the Company’s knowledge, none of the Members nor any other employee of the Company nor is in violation of any term of any contract or covenant (either with the Company or with another Person) relating to employment, patents, assignment of inventions, proprietary information disclosure, non-competition or non-solicitation.
(b) The Company holds and maintains in full force and effect all material permits, licenses, registrations, certificates, orders or approvals from any Governmental Entity (collectively, “Permits”) necessary for the ownership and conduct of its Subsidiaries is business in each of the jurisdictions in which it conducts or operates its businesses substantially in the manner conducted as of the date hereof, all of which are listed on Section 2.15(b) of the Disclosure Schedule.
(c) The Company has, in all material default respects, complied with all of the terms and requirements of each Permit. The Company has not received any notice regarding (i) any actual or alleged material violation of, or material violation failure to comply with, any term or requirement of any Permit, (and ii) any actual, proposed or potential revocation, withdrawal, suspension, cancellation or termination of, or modification to any Permit. To the Company’s knowledge (i) no event has occurred that, or circumstance exists that could reasonably be expected to (with or without the giving of notice or the lapse of time or both) constitute or result in, would constitute directly or indirectly, (A) a material default violation by the Company of, or a material violation) failure on the part of the Company to comply with, any applicable Laws, or any of the terms and requirements of any termPermit or (B) the revocation, condition withdrawal, suspension, cancellation or provision termination of, or any modification to any Permit and (ii) all filings required to have been made with respect to each Permit, including the filing of all applications required to have been filed for the renewal of each Permit, have been duly made on a timely basis with the appropriate Governmental Entity. The execution, delivery and performance by the Company of this Agreement and the other Company Transaction Documents and the consummation of the transactions contemplated hereby and thereby will not result in any revocation, cancellation, suspension or nonrenewal of any of its Material PermitsPermit.
(cd) Section 3.12(c) To the extent required under applicable Law, all of the Company Disclosure Schedule sets forth Company’s marketing materials, agents agreements, distributor agreements and other similar agreements are on forms approved (where required) by the applicable registrations of Governmental Entities or have been filed (where required) and not objected to (or such objection has been withdrawn or resolved) by such Governmental Entities within the Company and each of its Subsidiaries with the Card Associations and NACHA. period provided for objection.
(e) The Company has filed all material reports, statements, documents, registrations, filings and each of its Subsidiaries issubmissions required to be filed with any Governmental Entity, and for the past five (5) years has beenall such reports, in compliance statements, documents, registrations, filings and submissions complied in all material respects with the applicable rules of the Card Associations Law in effect when filed, and NACHA. To the knowledge of the Company, there is currently no (and since January 1, 2014 there has not material deficiencies have been any) material investigation, proceeding or disciplinary action pending or threatened in writing against the Company or any of its Subsidiaries by a Card Association or NACHA.
(d) Since January 1, 2014, to the knowledge of the Company, there has not been any unauthorized access, unauthorized acquisition, unauthorized disclosure or theft of Sensitive Data from the Company or any of its Subsidiaries that occurred while such Sensitive Data was in the possession or control of the Company or any of its Subsidiariesasserted by, nor to the knowledge of the Company, has any Acquired Company received any written complaint relating to an improper use or disclosure of, or a breach in the security ofmaterial penalties imposed by, any such information Governmental Entities with respect to such reports, statements, documents, registrations, filings or data, except in each case, as has not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. Each Acquired Company is, and for the past five (5) years has been, in compliance in all material respects with all applicable Contract requirements relating to privacy, personal data protection, and the collection, processing and use of personal information and its own privacy policies and guidelines, except as has not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effectsubmissions.
Appears in 1 contract
Samples: Merger Agreement (Heska Corp)
Compliance; Permits. (a) The Company and each of its Subsidiaries is, and for the past five (5) years has been, conducting its business and operations, and otherwise is, and has for the past five (5) years been, in compliance in all material respects with all applicable Laws and Material Permits. Neither the Company nor its any of the Company Subsidiaries have received is in conflict with, or in default or violation of (i) any written or, Law or Order applicable to the knowledge Company or any of the CompanyCompany Subsidiaries or by which its or any of their respective properties is bound or affected (excluding for purposes of this Section 2.6(a) Environmental Laws) or (ii) any note, oral communication from bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any Governmental Authority of the Company Subsidiaries is a party or by which the Company or any of the Company Subsidiaries or its or any of their respective properties is bound or affected, except for any such conflicts, defaults or violations which, individually or in the past five (5) years alleging noncompliance in any material respect with any applicable Lawaggregate, would not have a Material Adverse Effect on the Company.
(b) The Company and each of its the Company Subsidiaries (hold all permits, licenses, easements, variances, exemptions, consents, certificates, orders and their respective employees who approvals from Governmental Authorities that are legally required necessary to be licensed by a Governmental Authority in order to perform his or her duties with respect to his or her employment with any Acquired Company), owns or holds all material Permits necessary to, in each case in all material respects, lawfully conduct its business as presently conducted and as currently contemplated to be conducted, and to own, lease and operate its assets and properties (the “Material Permits”). Section 3.12(b) operation of the Company Disclosure Schedule sets forth a correct and complete list of each Material Permit. All of the Material Permits are in full force and effect, and no suspension or cancellation of any of the Material Permits is pending or, to the Company’s knowledge, threatened. Neither the Company nor any of its Subsidiaries is in material default or material violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a material default or material violation) of any term, condition or provision of any of its Material Permits.
(c) Section 3.12(c) of the Company Disclosure Schedule sets forth the applicable registrations business of the Company and each of its Subsidiaries with the Card Associations and NACHA. The Company and each of its Subsidiaries is, and for the past five (5) years has been, in compliance in all material respects with the applicable rules of the Card Associations and NACHA. To the knowledge of the Company, there is currently no (and since January 1, 2014 there has not been any) material investigation, proceeding or disciplinary action pending or threatened in writing against the Company or any of its Subsidiaries by a Card Association or NACHA.
as it is now being conducted (d) Since January 1collectively, 2014, to the knowledge of the Company, there has not been any unauthorized access, unauthorized acquisition, unauthorized disclosure or theft of Sensitive Data from the "Company or any of its Subsidiaries that occurred while such Sensitive Data was in the possession or control of the Company or any of its Subsidiaries, nor to the knowledge of the Company, has any Acquired Company received any written complaint relating to an improper use or disclosure of, or a breach in the security of, any such information or dataPermits"), except in each case, as has not had and when the failure to have such Company Permits would not be reasonably likely to havenot, individually or in the aggregate, have a Material Adverse EffectEffect on the Company. Each Acquired The Company is, and for the past five (5) years has beenCompany Subsidiaries are in compliance with the terms of the Company Permits except, in compliance each case, where the failure to so comply would not, individually or in the aggregate, have a Material Adverse Effect on the Company.
(c) All filings required to be made by the Company or any of the Company Subsidiaries since December 31, 1996 under any applicable Laws or Orders relating to the regulation of public utilities have been filed with the appropriate PUC or Health Agency or any other appropriate Governmental Authority (including, without limitation, to the extent required, the state public utility regulatory agencies in New Hampshire), as the case may be, including all forms, statements, reports and agreements and all documents, exhibits, amendments and supplements appertaining thereto, including but not limited to all rates, tariffs, franchises, service agreements and related documents and all such filings complied, as of their respective dates, in all material respects with all applicable Contract requirements relating to privacy, personal data protection, and of the collection, processing and use of personal information and its own privacy policies and guidelinesappropriate Laws or Orders, except as has not had and for such filings or such failures to comply that would not be reasonably likely to havenot, individually or in the aggregate, have a Material Adverse EffectEffect on the Company.
Appears in 1 contract
Samples: Merger Agreement (Pennichuck Corp)
Compliance; Permits. (a) The Each of the Company and its subsidiaries, and each of its Subsidiaries is, and for the past five (5) years has been, conducting its business subsidiaries properties and operations, are and otherwise is, and has for the past five (5) years been, since inception have been in compliance in all material respects with all foreign, federal, state and local statutes, laws, rules, regulations, ordinances, orders, judgments, decrees and other authorizations and approvals of Governmental Entities (collectively, "Laws"), applicable Laws and Material Permits. Neither to the Company nor or its Subsidiaries have received subsidiaries or by which any written or, to the knowledge of the Company, oral communication from any Governmental Authority in the past five (5) years alleging noncompliance in any material respect with any applicable Law.
(b) The Company and each of its Subsidiaries (and their respective employees who are legally required to be licensed by a Governmental Authority in order to perform his or her duties with respect to his its subsidiaries' properties or her employment with any Acquired Company), owns operations is bound or holds all material Permits necessary to, in each case in all material respects, lawfully conduct its business as presently conducted and as currently contemplated to be conducted, and to own, lease and operate its assets and properties (the “Material Permits”). Section 3.12(b) of the Company Disclosure Schedule sets forth a correct and complete list of each Material Permit. All of the Material Permits are in full force and effect, and no suspension or cancellation of any of the Material Permits is pending or, to the Company’s knowledge, threatenedaffected. Neither the Company nor any of its Subsidiaries is subsidiaries has received any written or, to its knowledge, oral notice from any Governmental Entity regarding any violation of, or any failure to comply with, any Law. This Section 3.06(a) does not apply to those Laws that are the subject of the representations in material default or material violation (Sections 3.11(c), 3.12, 3.14, 3.15 and no event has occurred that, with notice or the lapse of time or both, would constitute a material default or material violation) of any term, condition or provision of any of its Material Permits3.17.
(cb) Section 3.12(c) of the Company Disclosure Schedule sets forth the applicable registrations Each of the Company and each its subsidiaries possesses all permits, licenses, consents, franchises, orders, approvals, certifications, registrations and authorizations from Governmental Entities necessary to enable it to continue to own, lease, operate and use its assets and properties and conduct its business as presently conducted (collectively, the "Company Permits"). All of the Company Permits are valid and in full force and effect, and the Company has not received any written or, to its Subsidiaries with knowledge, oral notice that any Governmental Entity will revoke, cancel, rescind, refuse to renew in the Card Associations and NACHAordinary course or modify any of the Company Permits, nor is any proceeding pending for any such purpose. The Each of the Company and each of its Subsidiaries is, and for the past five (5) years has been, subsidiaries is in compliance in all material respects with the applicable rules of the Card Associations and NACHA. To the knowledge of the Company, there is currently no (and since January 1, 2014 there has not been any) material investigation, proceeding or disciplinary action pending or threatened in writing against the Company or any of its Subsidiaries by a Card Association or NACHA.
(d) Since January 1, 2014, to the knowledge of the Company, there has not been any unauthorized access, unauthorized acquisition, unauthorized disclosure or theft of Sensitive Data from the Company or any of its Subsidiaries that occurred while such Sensitive Data was in the possession or control terms of the Company or any of its SubsidiariesPermits and with all material requirements, nor to the knowledge standards and procedures of the Company, has any Acquired Company received any written complaint relating to an improper use or disclosure of, or a breach in the security of, any such information or data, except in each case, as has not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. Each Acquired Company isGovernmental Entities that issued them, and for the past five (5) years has been, in compliance in all material respects with all applicable Contract requirements relating to privacy, personal data protection, and the collection, processing and use of personal information and its own privacy policies and guidelines, except as has not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effectany limitation on any Company Permit.
Appears in 1 contract
Samples: Merger Agreement (Eci Telecom LTD/)
Compliance; Permits. (a) The Since January 1, 2014, (i) no Group Company and each of its Subsidiaries is, and for the past five (5) years has been, been conducting its business and operationsin violation in any material respect of any Law or Order applicable to it or by which it or any of its properties is bound or affected, and otherwise is(ii) through the date of this Agreement, and no Group Company has for the past five (5) years been, in compliance in all material respects with all applicable Laws and Material Permits. Neither the Company nor its Subsidiaries have received any written notice from any Governmental Authority or other Person with respect to the operation of the business of any Group Company or the ownership or use of any of their assets claiming any violation or alleged violation of any Law or Order and (iii) no Group Company is subject to any consent decree from any Governmental Authority.
(b) The Group Companies hold all material permits, licenses, certificates, registrations, consents, orders, franchises, approvals or other similar authorizations issued, granted or approved by any Governmental Authority necessary for the lawful conduct of their respective businesses as presently conducted, together with all renewals or modifications thereof (collectively, the “Permits”), and all such Permits are valid and in full force and effect either pursuant to its terms or by operation of law. No outstanding written notice of revocation, cancellation or suspension of any Permit has been received by any Group Company. There are no Actions pending or, to the knowledge of the Company, oral communication from threatened that seek to revoke, cancel or suspend any Permit. No Governmental Authority in the past five (5) years alleging noncompliance in has given any material respect with Group Company written notice that it intends not to renew any applicable Law.
(b) The Company and each of its Subsidiaries (and their respective employees who are legally required to be licensed by a Governmental Authority in order to perform his or her duties with respect to his or her employment with any Acquired Company), owns or holds all material Permits necessary to, in each case in all material respects, lawfully conduct its business as presently conducted and as currently contemplated to be conducted, and to own, lease and operate its assets and properties (the “Material Permits”). Section 3.12(b) of the Company Disclosure Schedule sets forth a correct and complete list of each Material Permit. All of the Material Permits are in full force and effect, and no suspension or cancellation of any of the Material Permits is pending or, to the Company’s knowledge, threatened. Neither the No Group Company nor any of its Subsidiaries is in material default or material violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a material default or material violation) of any term, condition or provision of any of its Material PermitsPermit to which it is a party.
(c) Section 3.12(c) The operations of the Company Disclosure Schedule sets forth the Group Companies are and have been conducted in material compliance with all applicable registrations of the Company financial recordkeeping and each of its Subsidiaries with the Card Associations and NACHA. The Company and each of its Subsidiaries isreporting requirements, and for the past five (5) years has been, in compliance in all material respects with the applicable rules of the Card Associations and NACHAanti-money laundering Laws. To the knowledge of the Company, there no Action by or before any court or Governmental Authority involving any Group Company with respect to such anti-money laundering Laws has been or is currently no (and since January 1, 2014 there has not been any) material investigation, proceeding or disciplinary action pending or threatened in writing against the Company or any of its Subsidiaries by a Card Association or NACHAthreatened.
(d) Since January 1The Group Companies have complied, 2014and currently are in compliance, in all material respects, with all applicable economic sanctions Laws, including, but not limited to, the U.S. economic sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”). None of the Group Companies nor any of their directors or officers, nor, to the knowledge of the Company, there has not been any unauthorized accessemployee or agent acting for or on behalf of the Group Companies, unauthorized acquisitionis an individual or entity designated on, unauthorized disclosure or theft is owned or controlled by any Person that is designated on, any list of Sensitive Data from sanctioned parties maintained by the Company United States, including the list of Specially Designated Nationals and Blocked Persons maintained by OFAC or located, organized or resident in a country or territory that is the subject of OFAC administered sanctions (including Crimea, Cuba, Iran, North Korea, and Syria). None of the Group Companies have participated in any transaction involving such a designated Person, or any country or territory subject to comprehensive sanctions imposed by the United States. None of its Subsidiaries that occurred while the Group Companies have received any written notice alleging any violation or conducted any internal investigation with respect to, or made any voluntary or involuntary disclosure to a Governmental Authority concerning, any actual or alleged violation of, nor have they violated any applicable economic sanctions Laws.
(e) Since January 1, 2014, no Group Company nor, to the knowledge of the Company, any third parties acting on behalf of any Group Company: (i) has been in violation of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the United Kingdom Xxxxxxx Xxx 0000, or any other Law relating to bribery or corruption (collectively, including the FCPA, the “Anticorruption Laws”), (ii) has offered, paid, given, promised to pay or give, or authorized the payment or gift of anything of value, directly or indirectly, to any Government Official, in each case, for purposes of (A) influencing any act or decision of any Government Official in such Sensitive Data was Government Official’s official capacity, (B) inducing such public official to do or omit to do any act in violation of such official’s lawful duty, or (C) securing any improper advantage, (iii) has used or caused to be used, directly or indirectly, any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (iv) has made or caused to be made, directly or indirectly, any unlawful payment to any Government Official; or (v) is or has ever been a Government Official.
(f) The Group Companies and, to the knowledge of the Company, any and all distributors of Company Products, in each case acting for or on behalf of any Group Company, have (i) complied with all applicable Laws related to the sale, marketing, promotion or export of goods and services promulgated or enforced by the Office of Foreign Assets Control in the possession or control United States Department of the Treasury, by the United States Department of Commerce, or by the U.S. Customs and Border Protection (the “Trade Laws”) and (ii) made reasonable efforts to ensure that no products have been sold directly or indirectly to any entity where such sales are, or were at any time during the previous four years, prohibited by these Trade Laws or other regulations.
(g) No Group Company has received written notice that it has been the subject of any investigation, complaint or claim of any violation of any Trade Law, Anticorruption Laws, or any of its Subsidiariessimilar applicable Law by any Governmental Authority, nor to the knowledge of the Company have there been any allegations, investigations (formal or informal), inquiries, Actions, charges, or proceedings with regard to any violation or potential violation of the any of the foregoing laws by any Group Company, has nor any Acquired Company received any written complaint relating to an improper use or disclosure ofof their respective directors, officers, employees, shareholders, agents, or a breach in the security ofany other Person, any such information or data, except in each case, as has not had case acting for or on behalf of any Group Company.
(h) All of the issued and would not be reasonably likely to have, individually or in outstanding Shares of the aggregate, a Material Adverse Effect. Each Acquired Company is, and for the past five (5) years has been, in compliance were issued in all material respects in accordance with all applicable Contract the registration or qualification requirements relating to privacyof the Securities Act of 1933, personal data protection, and the collection, processing and use of personal information and its own privacy policies and guidelines, except as has not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effectamended.
Appears in 1 contract
Compliance; Permits. (a) The Company has, in all material respects, complied with all laws, statutes, rules, regulations, judgments, orders and decrees (collectively, “Laws”) applicable to its present and proposed business. There is no term or provision of any mortgage, indenture, contract, agreement or instrument to which the Company is a party or by which it is bound or, to the Company’s knowledge, any provision of any Law applicable to or binding upon the Company, which has had, or could reasonably be expected to have, a Company Material Adverse Effect. Except as set forth in Section 2.16(a) of the Disclosure Schedule, to the best of the Company’s knowledge, none of the Continuing Members or Former Members nor any other employee of the Company is in violation of any term of any contract or covenant (either with the Company or with another Person) relating to employment, patents, assignment of inventions, proprietary information disclosure, non-competition or non-solicitation.
(b) The Company holds and maintains in full force and effect all material permits, licenses, registrations, certificates, orders or approvals from any Governmental Entity (collectively, “Permits”) (including the insurance licenses from insurance regulatory authorities set forth in Section 2.16(b) of the Disclosure Schedule) necessary for the ownership and conduct of its business in each of the jurisdictions in which it conducts or operates its Subsidiaries isbusinesses substantially in the manner conducted as of the date hereof. The Company does not underwrite insurance or reinsurance in any jurisdiction that requires any Permit for such business to be conducted.
(c) The Company has, in all material respects, complied with all of the terms and requirements of each Permit. The Company has not received any notice regarding (i) any actual or alleged material violation of, or material failure to comply with, any term or requirement of any Permit, (ii) any actual, proposed or potential revocation, withdrawal, suspension, cancellation or termination of, or modification to any Permit. To the Company’s knowledge (i) no event has occurred or circumstance exists that could reasonably be expected to (with or without the giving of notice or lapse of time or both) constitute or result in, directly or indirectly, (A) a material violation by the Company of, or a material failure on the part of the Company to comply with, any applicable Laws, or any of the terms and requirements of any Permit or (B) the revocation, withdrawal, suspension, cancellation or termination of, or any modification to any Permit and (ii) all filings required to have been made with respect to each Permit, including the filing of all applications required to have been filed for the renewal of each Permit, have been duly made on a timely basis with the appropriate Governmental Entity. The execution, delivery and performance by the Company of this Agreement and the other Company Transaction Documents and the consummation of the transactions contemplated hereby and thereby will not result in any revocation, cancellation, suspension or nonrenewal of any Permit.
(d) To the extent required under applicable Law, all of the Company’s marketing materials, agents agreements, brokers agreements and other similar agreements are on forms approved (where required) by the applicable Governmental Entities or have been filed (where required) and not objected to (or such objection has been withdrawn or resolved) by such Governmental Entities within the period provided for objection.
(e) The Company has filed all material reports, statements, documents, registrations, filings and submissions required to be filed with any Governmental Entity, and for the past five (5) years has beenall such reports, conducting its business statements, documents, registrations, filings and operationssubmissions complied in all material respects with applicable Law in effect when filed, and otherwise isno material deficiencies have been asserted by, nor any material penalties imposed by, any such Governmental Entities with respect to such reports, statements, documents, registrations, filings or submissions.
(f) To the Company’s knowledge, (i) each Person performing services on behalf of the Company (whether as employee or independent contractor or otherwise) (a “Producer”) was, to the extent required under applicable Law, duly licensed in the particular jurisdiction in which such Producer performed services on behalf of the Company; (ii) all compensation paid or payable to each such Producer was paid or is payable in accordance with applicable Laws and Permits; and (iii) no such Producer violated (or with or without notice or lapse of time or both would have violated) any term or provision of any order applicable to the Company or any aspect of the Company’s business.
(g) The Company and, to the Company’s knowledge, the Producers have marketed and sold the products of the Company in compliance, in all material respects, with all applicable Laws in the respective jurisdictions in which such products have been marketed or sold. All advertising, promotional and sales materials and other marketing practices used by the Company or, to the knowledge of the Company, any Producers have complied and are currently in compliance, in each case, in all material respects, with all applicable Laws; and, to the Company’s knowledge, neither the manner in which the Company compensates any Person involved in the marketing or sale of such products who is not a licensed Producer, nor the conduct of any such Person, renders such Person a Producer subject to licensure as such under any applicable Laws, and has for the past five (5) years been, manner in which the Company compensates such Person is in compliance in all material respects with all applicable Laws and Material Permits. Neither the Company nor its Subsidiaries have received any written or, to the knowledge of the Company, oral communication from any Governmental Authority in the past five (5) years alleging noncompliance in any material respect with any applicable LawLaws.
(b) The Company and each of its Subsidiaries (and their respective employees who are legally required to be licensed by a Governmental Authority in order to perform his or her duties with respect to his or her employment with any Acquired Company), owns or holds all material Permits necessary to, in each case in all material respects, lawfully conduct its business as presently conducted and as currently contemplated to be conducted, and to own, lease and operate its assets and properties (the “Material Permits”). Section 3.12(b) of the Company Disclosure Schedule sets forth a correct and complete list of each Material Permit. All of the Material Permits are in full force and effect, and no suspension or cancellation of any of the Material Permits is pending or, to the Company’s knowledge, threatened. Neither the Company nor any of its Subsidiaries is in material default or material violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a material default or material violation) of any term, condition or provision of any of its Material Permits.
(c) Section 3.12(c) of the Company Disclosure Schedule sets forth the applicable registrations of the Company and each of its Subsidiaries with the Card Associations and NACHA. The Company and each of its Subsidiaries is, and for the past five (5) years has been, in compliance in all material respects with the applicable rules of the Card Associations and NACHA. To the knowledge of the Company, there is currently no (and since January 1, 2014 there has not been any) material investigation, proceeding or disciplinary action pending or threatened in writing against the Company or any of its Subsidiaries by a Card Association or NACHA.
(d) Since January 1, 2014, to the knowledge of the Company, there has not been any unauthorized access, unauthorized acquisition, unauthorized disclosure or theft of Sensitive Data from the Company or any of its Subsidiaries that occurred while such Sensitive Data was in the possession or control of the Company or any of its Subsidiaries, nor to the knowledge of the Company, has any Acquired Company received any written complaint relating to an improper use or disclosure of, or a breach in the security of, any such information or data, except in each case, as has not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. Each Acquired Company is, and for the past five (5) years has been, in compliance in all material respects with all applicable Contract requirements relating to privacy, personal data protection, and the collection, processing and use of personal information and its own privacy policies and guidelines, except as has not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 1 contract
Samples: Unit Purchase Agreement (Heska Corp)
Compliance; Permits. (a) The Company and each of its Subsidiaries is, and for the past five (5) years has been, conducting its business and operations, and otherwise is, and has for the past five (5) years been, in compliance in all material respects with all applicable Laws and Material Permits. Neither the Company nor its Subsidiaries have received any written or, to the knowledge None of the CompanyAcquired Corporations is in conflict with, oral communication from any Governmental Authority or in the past five default or violation of, (5i) years alleging noncompliance in any material respect with any law, rule, regulation, order, judgment or decree applicable Law.
(b) The Company and each of its Subsidiaries (and their respective employees who are legally required to be licensed by a Governmental Authority in order to perform his or her duties with respect to his or her employment with any Acquired Company), owns or holds all material Permits necessary to, in each case in all material respects, lawfully conduct its business as presently conducted and as currently contemplated to be conducted, and to own, lease and operate its assets and properties (the “Material Permits”). Section 3.12(b) of the Company Disclosure Schedule sets forth a correct and complete list of each Material Permit. All of the Material Permits are in full force and effect, and no suspension or cancellation of any of the Material Permits Acquired Corporations or by which its or any of their respective properties is bound or affected, or (ii) any Contract, Governmental Authorization or other instrument or obligation to which any of the Acquired Corporations is a party or by which any of the Acquired Corporations or its or any of their respective properties is bound or affected, except for any conflicts, defaults or violations that (individually or in the aggregate) would not cause any of the Acquired Corporations to lose any material benefit or incur any material liability. No investigation or review by any governmental or regulatory body or authority is pending or, to the Company’s knowledge's Knowledge, threatened. Neither the Company nor threatened against any of its Subsidiaries is in material default the Acquired Corporations, nor has any governmental or material violation (and no event has occurred that, with notice regulatory body or the lapse of time or both, would constitute a material default or material violation) of any term, condition or provision of authority indicated to any of its Material Permits.
(c) Section 3.12(c) of the Company Disclosure Schedule sets forth Acquired Corporations an intention to conduct the applicable registrations of the Company and each of its Subsidiaries with the Card Associations and NACHA. The Company and each of its Subsidiaries issame, and for the past five (5) years has beenother than, in compliance in all material respects with the applicable rules of the Card Associations and NACHA. To the knowledge of the Company, there is currently no (and since January 1, 2014 there has not been any) material investigation, proceeding or disciplinary action pending or threatened in writing against the Company or any of its Subsidiaries by a Card Association or NACHA.
(d) Since January 1, 2014, to the knowledge of the Company, there has not been any unauthorized access, unauthorized acquisition, unauthorized disclosure or theft of Sensitive Data from the Company or any of its Subsidiaries that occurred while each such Sensitive Data was in the possession or control of the Company or any of its Subsidiaries, nor to the knowledge of the Company, has any Acquired Company received any written complaint relating to an improper use or disclosure of, or a breach in the security of, any such information or data, except in each case, as has not had and would not be reasonably likely to havethose the outcome of which could not, individually or in the aggregate, a Material Adverse Effect. reasonably be expected to have the effect of prohibiting or materially impairing any business practice of any of the Acquired Corporations, any acquisition of material property by any of the Acquired Corporations or the conduct of business by any of the Acquired Corporations.
(b) Each of the Acquired Company Corporations is, and for the past five (5) years has at all times since March 31, 2000 been, in compliance in all material respects with all applicable Contract requirements relating to privacy, personal data protection, and the collection, processing and use of personal information and its own privacy policies and guidelinesLegal Requirements, except as where the failure to comply with such Legal Requirements has not had and would not reasonably be reasonably likely expected to have, individually or in the aggregate, have a Material Adverse EffectEffect on Company. Since March 31, 2000, none of the Acquired Corporations has received any notice or other communication from any Governmental Body or other Person regarding any actual or possible violation of, or failure to comply with, any Legal Requirement.
(c) None of the Acquired Corporations nor (to the Company's Knowledge) any director, officer, agent or employee of any of the Acquired Corporations has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or violated any provision of the FOREIGN CORRUPT PRACTICES ACT of 1977, as amended, or (iii) made any other unlawful payment.
(d) The Acquired Corporations hold all Governmental Authorizations necessary to enable the Acquired Corporations to conduct their respective businesses in the manner in which such businesses are currently being conducted, except where the failure to hold such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on Company. All such Governmental Authorizations are valid and in full force and effect. Each Acquired Corporation is, and at all times since March 31, 1999 has been, in substantial compliance with the terms and requirements of such Governmental Authorizations, except where the failure to be in compliance with the terms and requirements of such Governmental Authorizations has not had and would not reasonably be expected to have a Material Adverse Effect on Company. Since March 31, 1999, none of the Acquired Corporations has received any notice or other communication from any Governmental Body regarding (a) any actual or possible violation of or failure to comply with any term or requirement of any material Governmental Authorization, or (b) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization.
(e) Section 2.6(e) of the Company Disclosure Schedule describes the terms of each grant, incentive or subsidy provided or made available to or for the benefit of any of the Acquired Corporations. Each of the Acquired Corporations is in full compliance with all of the terms and requirements of each grant, incentive and subsidy identified or required to be identified in Section 2.6(f) of the Company Disclosure Schedule. Neither the execution, delivery or performance of this Agreement, nor the consummation of the Arrangement or any of the other transactions contemplated by this Agreement, will (with or without notice or lapse of time) give any Person the right to revoke, withdraw, suspend, cancel, terminate or modify, any grant, incentive or subsidy identified or required to be identified in Section 2.6(f) of the Company Disclosure Schedule.
Appears in 1 contract
Compliance; Permits. (a) The Company is and each has been in compliance with all Laws and Governmental Orders applicable to the Company or by which any of its businesses or properties is bound. No Governmental Authority has issued any notice or notification stating that the Company or any of its Subsidiaries isis not in compliance with any Law.
(b) The Company holds all Permits, to the extent necessary to operate their respective businesses as such businesses are being operated as of the date hereof. No suspension, cancellation, non-renewal, or adverse modifications of any Permits of the Company is pending or, to the Knowledge of the Company, threatened. The Company has been in compliance with the terms of all Permits.
(c) There are no Actions pending, including any Form FDA-483 observations, demand letter, warning letter, untitled letter, or, to the Knowledge of the Company, threatened with respect to an alleged material violation by the Company of the Federal Food, Drug, and Cosmetic Act (“FDCA”), Food and Drug Administration (“FDA”) regulations adopted thereunder, the Public Health Service Act (“PHSA”), or any other similar Law administered or promulgated by any Governmental Authority, or any act, omission, event, or circumstance of which the Company has Knowledge that would reasonably be expected to give rise to or form the basis for any Actions, Form FDA-483 observation, demand letter, warning letter, untitled letter, proceeding or request for information or any liability (whether actual or contingent) for failure to comply with the past five FDCA, PHSA or other similar Laws administered or promulgated by any Governmental Authority.
(5d) years All clinical, pre-clinical and other studies and tests conducted by or on behalf of, or sponsored by, the Company, or in which the Company or its current products or product candidates have participated, were and, if still pending, are being conducted (collectively “Company Clinical Trials”) in all material respects in accordance with standard medical and scientific research procedures and in compliance in all material respects with the applicable regulations of any applicable Governmental Authority and other applicable Law, including 21 C.F.R. Parts 50, 54, 56, 58 and 312. The Company has beennot received any written notices, conducting correspondence, or other written communications from any Governmental Authority requiring, or to the Knowledge of the Company threatening to initiate, the termination or suspension of any clinical studies conducted by or on behalf of, or sponsored by, the Company or in which the Company or its current products or product candidates have participated. All Company Clinical Trials were, and if still pending are, being conducted in all material respects in accordance with standard medical and scientific research procedures and in compliance in all material respects with applicable regulations of any applicable Governmental Authority and other applicable Law, including the Good Clinical Practice regulations under 21 C.F.R. Parts 50, 54, 56, 312 and 314 and Good Laboratory Practice regulations under 21 C.F.R. Part 58.
(e) The Company is not the subject of any pending or, to the Knowledge of the Company, threatened investigation in respect of its business and operationsor products by the FDA pursuant to its “Fraud, Untrue Statements of Material Facts, Bribery, and otherwise isIllegal Gratuities” Final Policy set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto. To the Knowledge of the Company, the Company has not committed any acts, made any statement, or has not failed to make any statement, in each case in respect of its business or products that would violate the FDA’s “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities” Final Policy, and any amendments thereto. None of the Company or any of its officers, employees, or agents has for been convicted of any crime or engaged in any conduct that could result in a debarment or exclusion (i) under 21 U.S.C. Section 335a, or (ii) any similar applicable Law. No debarment or exclusionary claims, actions, proceedings, or investigations in respect of their business or products are pending or, to the past five Knowledge of the Company, threatened against the Company or any of its officers, employees, or agents.
(5f) years been, The Company is in compliance in all material respects with all applicable Laws relating to patient, medical, or individual health information, including the Health Insurance Portability and Material Permits. Neither the Company nor its Subsidiaries have received any written or, to the knowledge Accountability Act of the Company, oral communication from any Governmental Authority in the past five 1996 (5) years alleging noncompliance in any material respect with any applicable Law.
(b) The Company and each of its Subsidiaries (and their respective employees who are legally required to be licensed by a Governmental Authority in order to perform his or her duties with respect to his or her employment with any Acquired Company“HIPAA”), owns or holds all material Permits necessary toincluding the standards for the privacy of Individually Identifiable Health Information at 45 C.F.R. Parts 160 and 164, Subparts A and E, the standards for the protection of Electronic Protected Health Information set forth at 45 C.F.R. Part 160 and 45 C.F.R. Part 164, Subpart A and Subpart C, the standards for transactions and code sets used in each case in all material respectselectronic transactions at 45 C.F.R. Part 160, lawfully conduct its business as presently conducted Subpart A and as currently contemplated to be conductedPart 162, and the standards for Breach Notification for Unsecured Protected Health Information at 45 C.F.R. Part 164, Subpart D, all as amended from time to own, lease and operate its assets and properties (the “Material Permits”). Section 3.12(b) of the Company Disclosure Schedule sets forth a correct and complete list of each Material Permit. All of the Material Permits are in full force and effect, and no suspension or cancellation of any of the Material Permits is pending or, to the Company’s knowledge, threatened. Neither the Company nor any of its Subsidiaries is in material default or material violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a material default or material violation) of any term, condition or provision of any of its Material Permits.
(c) Section 3.12(c) of the Company Disclosure Schedule sets forth the applicable registrations of the Company and each of its Subsidiaries with the Card Associations and NACHAtime. The Company and each of its Subsidiaries ishas entered into, where required, and for the past five (5) years has been, is in compliance in all material respects with the applicable rules terms of all Business Associate Agreements to which the Card Associations and NACHACompany is a party or otherwise bound. To the knowledge of the Company, there is currently no (and since January 1, 2014 there The Company has not been any) material investigation, proceeding received written notice from the Office for Civil Rights for the U.S. Department of Health and Human Services or disciplinary action pending any other Governmental Body of any allegation regarding its failure to comply with HIPAA or threatened in writing against any other state law or regulation applicable to the protection of individually identifiable health information or personally identifiable information. No successful “Security Incident,” “Breach of Unsecured Protected Health Information” or breach of personally identifiable information under applicable state or federal laws have occurred with respect to information maintained or transmitted to the Company or any of its Subsidiaries by an agent or third party subject to a Card Association or NACHA.
(d) Since January 1, 2014, to the knowledge of Business Associate Agreement with the Company. The Company is currently submitting, there has not been any unauthorized access, unauthorized acquisition, unauthorized disclosure or theft of Sensitive Data from the Company or any of its Subsidiaries that occurred while such Sensitive Data was in the possession or control of the Company or any of its Subsidiaries, nor to the knowledge of the Company, has any Acquired Company received any written complaint relating to an improper use or disclosure of, or a breach in the security of, any such information or data, except in each case, as has not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. Each Acquired Company isreceiving, and for handling or is capable of submitting receiving and handling transactions in accordance with the past five (5Standard Transaction Rule. All capitalized terms in this Section 4.13(f) years has been, not otherwise defined in compliance in all material respects with all applicable Contract requirements relating to privacy, personal data protection, and this Agreement shall have the collection, processing and use of personal information and its own privacy policies and guidelines, except as has not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effectmeanings set forth under HIPAA.
Appears in 1 contract
Samples: Agreement and Plan of Merger (INVO Bioscience, Inc.)
