Compliance with Applicable Laws; Outstanding Orders. (i) The Company, its subsidiaries and employees hold all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities that are required for the operation of the businesses of the Company and its subsidiaries (the “Company Permits”), except where the failure to have any such Company Permits, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. The Company and its subsidiaries are in compliance with the terms of the Company Permits and all applicable laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (collectively, “Applicable Laws”) relating to the Company and its subsidiaries or their respective businesses or properties, except where the failure to be in compliance with such Company Permits or Applicable Laws, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. (ii) Neither the Company nor any of its subsidiaries is subject to any outstanding order, injunction or decree that, individually or in the aggregate, would reasonably be expected to (A) have a Material Adverse Effect on the Company or (B) prevent or materially delay the consummation of any of the Transactions.
Appears in 4 contracts
Samples: Merger Agreement (IHS Markit Ltd.), Merger Agreement (S&P Global Inc.), Merger Agreement (Markit Ltd.)
Compliance with Applicable Laws; Outstanding Orders. (i) The CompanyOrion, its subsidiaries and employees hold all permits, licenses, variances, exemptions, orders, registrations and approvals of all Governmental Entities that are required for the operation of the businesses of the Company Orion and its subsidiaries (the “Company Orion Permits”), except where the failure to have any such Company Orion Permits, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the CompanyOrion. The Company Orion and its subsidiaries are in compliance with the terms of the Company Orion Permits and all applicable laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (collectively, “Applicable Laws”) relating to the Company Orion and its subsidiaries or their respective businesses or properties, except where the failure to be in compliance with such Company Orion Permits or Applicable Laws, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the CompanyOrion.
(ii) Neither the Company Orion nor any of its subsidiaries is subject to any outstanding order, injunction or decree that, individually or in the aggregate, would reasonably be expected to (A) have a Material Adverse Effect on the Company Orion or (B) prevent or materially delay the consummation of any of the Transactionstransactions contemplated hereby.
Appears in 2 contracts
Samples: Merger Agreement (Dupont E I De Nemours & Co), Merger Agreement (Dow Chemical Co /De/)
Compliance with Applicable Laws; Outstanding Orders. (ia) The Company, Steel and its subsidiaries and employees Subsidiaries hold all permits, licenses, certificates, variances, exemptions, orders, registrations and approvals of all Governmental Entities that are required for the operation of the businesses of the Company Steel and its subsidiaries Subsidiaries (the “Company Steel Permits”), except where the failure to have any such Company Steel Permits, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the CompanySteel. The Company Steel and its subsidiaries Subsidiaries are in compliance with the terms of the Company Steel Permits and all applicable Applicable laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, rulings, awards, decisions or orders entered by any Governmental Entity (collectively, “Applicable Laws”) relating to the Company Steel and its subsidiaries Subsidiaries or their respective businesses or properties, except where the failure to be in compliance with such Company Steel Permits or Applicable Laws, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the CompanySteel.
(iib) Neither the Company Steel nor any of its subsidiaries Subsidiaries is subject to any outstanding order, injunction or decree that, individually or in the aggregate, would reasonably be expected to (A) have a Material Adverse Effect on the Company Steel or (B) prevent or materially delay the consummation of any of the Transactionstransactions contemplated hereby.
Appears in 1 contract
Samples: Merger Agreement (Cedar Fair L P)