Compliance with Applicable Laws; Litigation. The Company holds all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the business of the Company as currently conducted (collectively, the “Company Permits”), except where the failure to have any such Company Permits would not have, individually or in the aggregate, a material adverse effect on the Company. The Company is in compliance with the terms of the Company Permits and all applicable statutes, laws, ordinances, rules and regulations, except where the failure so to comply would not have, individually or in the aggregate, a material adverse effect on the Company. No action, demand, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any person, in each case with respect to the Company or any of the Company’s properties is pending or, to the knowledge (as defined in Section 8.03) of the Company, overtly threatened, other than, in each case, those the outcome of which, individually or in the aggregate, would not (i) have a material adverse effect on the Company or (ii) reasonably be expected to materially impair or delay the ability of the Company to perform its obligations under this Agreement.
Appears in 3 contracts
Samples: Merger Agreement (Golden State Vintners Inc), Agreement and Plan of Merger (Golden State Vintners Inc), Agreement and Plan of Merger (Golden State Vintners Inc)
Compliance with Applicable Laws; Litigation. The Company holds all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the business of the Company as currently conducted (collectively, the “"Company Permits”"), except where the failure to have any such Company Permits would not have, individually or in the aggregate, a material adverse effect on the Company. The Company is in compliance with the terms of the Company Permits and all applicable statutes, laws, ordinances, rules and regulations, except where the failure so to comply would not have, individually or in the aggregate, a material adverse effect on the Company. No As of the date of this Agreement, no action, demand, suspension, requirement or investigation by any Governmental Entity and no suit, action or proceeding by any person, in each case with respect to the Company or any of the Company’s 's assets, properties or business, or to the knowledge of the Company, against or involving any of the present or former directors, officers, employees, consultants or agents of the Company with respect to the Company, is pending or, to the knowledge (as defined in Section 8.03) of the Company, overtly threatened, other than, in each case, those the outcome of which, individually or in the aggregate, would not (i) have a material adverse effect on the Company or (ii) reasonably be expected to materially impair or delay the ability of the Company to perform its obligations under this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Tier Technologies Inc), Merger Agreement (Official Payments Corp)