Common use of Compliance with Applicable Laws; Permits; Litigation Clause in Contracts

Compliance with Applicable Laws; Permits; Litigation. (a) Parent, its Subsidiaries and employees hold all permits, licenses, easements, variances, exemptions, orders, consents, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of Parent and its Subsidiaries in the manner described in the Parent SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the “Parent Permits”), and all Parent Permits are in full force and effect, and all required filings and applications (including renewals) with respect to the Parent Permits have been made in a timely basis, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Parent Permit would not reasonably be likely to have a Material Adverse Effect on Parent. Parent and its Subsidiaries are in compliance with and have no unresolved liability under the terms of the Parent Permits and all applicable laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, “Applicable Laws” or “Applicable Law”) relating to Parent and its Subsidiaries or their respective business or properties, except where the failure to be in compliance with the terms of the Parent Permits or such Applicable Laws would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Parent. To the Knowledge of Parent, there are no facts or circumstances that are reasonably likely to prevent or increase the cost of compliance with the Parent Permits or Applicable Laws, except where the increased costs would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on Parent.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Commscope Inc), Agreement and Plan of Merger (Andrew Corp)

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Compliance with Applicable Laws; Permits; Litigation. (a) ParentXxxxxx, its Subsidiaries and employees hold all permits, licenses, easements, variances, exemptions, orders, consents, registrations and approvals of all Governmental Entities which are required for the operation of the businesses of Parent Xxxxxx and its Subsidiaries in the manner described in the Parent Xxxxxx SEC Documents filed prior to the date hereof and as they are being conducted as of the date hereof (the “Parent Xxxxxx Permits”), and all Parent Xxxxxx Permits are in full force and effect, and all required filings and applications (including renewals) with respect to the Parent Xxxxxx Permits have been made in a timely basis, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Parent Xxxxxx Permit would not reasonably be likely to have a Material Adverse Effect on ParentXxxxxx. Parent Xxxxxx and its Subsidiaries are in compliance with and have no unresolved liability under the terms of the Parent Xxxxxx Permits and all applicable laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, “Applicable Laws” or “Applicable Law”) Laws relating to Parent Xxxxxx and its Subsidiaries or their respective business or properties, except where the failure to be in compliance with the terms of the Parent Xxxxxx Permits or such Applicable Laws would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on ParentXxxxxx. To the Knowledge of ParentXxxxxx, there are no facts or circumstances that are reasonably likely to prevent or increase the cost of compliance with the Parent Xxxxxx Permits or Applicable Laws, except where the increased costs would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on ParentXxxxxx.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Commscope Inc), Agreement and Plan of Merger (Andrew Corp)

Compliance with Applicable Laws; Permits; Litigation. (ai) ParentIDEC, its Subsidiaries and employees hold all permits, licenses, easements, variances, exemptions, orders, consents, registrations and approvals of all Governmental Entities (including all authorizations under the FDCA and the regulations of the FDA promulgated thereunder) which are required for the operation of the businesses of Parent IDEC and its Subsidiaries in the manner described in the Parent IDEC SEC Documents filed prior to the date hereof and or as they are being conducted as of the date hereof (the “Parent "IDEC Permits"), and all Parent IDEC Permits are in full force and effect, and all required filings and applications (including renewals) with respect to the Parent Permits have been made in a timely basis, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Parent Permit IDEC Permits individually or in the aggregate would not reasonably be likely to have a Material Adverse Effect on ParentIDEC. Parent As of the date hereof, IDEC and its Subsidiaries are in compliance with and have no unresolved liability under the terms of the Parent IDEC Permits and all applicable laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, “Applicable Laws” or “Applicable Law”) Laws relating to Parent IDEC and its Subsidiaries or their respective business or properties, except where the failure to be in compliance with the terms of the Parent IDEC Permits or such Applicable Laws would not, individually or in the aggregate, aggregate would not reasonably be likely to have a Material Adverse Effect on Parent. To the Knowledge of Parent, there are no facts or circumstances that are reasonably likely to prevent or increase the cost of compliance with the Parent Permits or Applicable Laws, except where the increased costs would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on ParentIDEC.

Appears in 1 contract

Samples: Ii Agreement and Plan of Merger (Idec Pharmaceuticals Corp / De)

Compliance with Applicable Laws; Permits; Litigation. (ai) ParentBiogen, its Subsidiaries and employees hold all permits, licenses, easements, variances, exemptions, orders, consents, registrations and approvals of all Governmental Entities (including all authorizations under the Federal Food, Drug and Cosmetic Act of 1938, as amended (the "FDCA"), and the regulations of the U.S. Food and Drug Administration (the "FDA") promulgated thereunder) which are required for the operation of the businesses of Parent Biogen and its Subsidiaries in the manner described in the Parent Biogen SEC Documents filed prior to the date hereof and or as they are being conducted as of the date hereof (the “Parent "Biogen Permits"), and all Parent Biogen Permits are in full force and effect, and all required filings and applications (including renewals) with respect to the Parent Permits have been made in a timely basis, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Parent Permit Biogen Permits individually or in the aggregate would not reasonably be likely to have a Material Adverse Effect on ParentBiogen. Parent As of the date hereof, Biogen and its Subsidiaries are in compliance with and have no unresolved liability under the terms of the Parent Biogen Permits and all applicable laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, "Applicable Laws” or “Applicable Law”") relating to Parent Biogen and its Subsidiaries or their respective business or properties, except where the failure to be in compliance with the terms of the Parent Biogen Permits or such Applicable Laws would not, individually or in the aggregate, aggregate would not reasonably be likely to have a Material Adverse Effect on Parent. To the Knowledge of Parent, there are no facts or circumstances that are reasonably likely to prevent or increase the cost of compliance with the Parent Permits or Applicable Laws, except where the increased costs would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on ParentBiogen.

Appears in 1 contract

Samples: Ii Agreement and Plan of Merger (Idec Pharmaceuticals Corp / De)

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Compliance with Applicable Laws; Permits; Litigation. (ai) ParentIDEC, its Subsidiaries and employees hold all permits, licenses, easements, variances, exemptions, orders, consents, registrations and approvals of all Governmental Entities (including all authorizations under the FDCA and the regulations of the FDA promulgated thereunder) which are required for the operation of the businesses of Parent IDEC and its Subsidiaries in the manner described in the Parent IDEC SEC Documents filed prior to the date hereof and or as they are being conducted as of the date hereof (the “Parent IDEC Permits”), and all Parent IDEC Permits are in full force and effect, and all required filings and applications (including renewals) with respect to the Parent Permits have been made in a timely basis, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Parent Permit IDEC Permits individually or in the aggregate would not reasonably be likely to have a Material Adverse Effect on ParentIDEC. Parent As of the date hereof, IDEC and its Subsidiaries are in compliance with and have no unresolved liability under the terms of the Parent IDEC Permits and all applicable laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, “Applicable Laws” or “Applicable Law”) Laws relating to Parent IDEC and its Subsidiaries or their respective business or properties, except where the failure to be in compliance with the terms of the Parent IDEC Permits or such Applicable Laws would not, individually or in the aggregate, aggregate would not reasonably be likely to have a Material Adverse Effect on Parent. To the Knowledge of Parent, there are no facts or circumstances that are reasonably likely to prevent or increase the cost of compliance with the Parent Permits or Applicable Laws, except where the increased costs would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on ParentIDEC.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Biogen Inc)

Compliance with Applicable Laws; Permits; Litigation. (ai) ParentBiogen, its Subsidiaries and employees hold all permits, licenses, easements, variances, exemptions, orders, consents, registrations and approvals of all Governmental Entities (including all authorizations under the Federal Food, Drug and Cosmetic Act of 1938, as amended (the “FDCA”), and the regulations of the U.S. Food and Drug Administration (the “FDA”) promulgated thereunder) which are required for the operation of the businesses of Parent Biogen and its Subsidiaries in the manner described in the Parent Biogen SEC Documents filed prior to the date hereof and or as they are being conducted as of the date hereof (the “Parent Biogen Permits”), and all Parent Biogen Permits are in full force and effect, and all required filings and applications (including renewals) with respect to the Parent Permits have been made in a timely basis, except where the failure to have, or the suspension or cancellation of, or the failure to be valid or in full force and effect of, any such Parent Permit Biogen Permits individually or in the aggregate would not reasonably be likely to have a Material Adverse Effect on ParentBiogen. Parent As of the date hereof, Biogen and its Subsidiaries are in compliance with and have no unresolved liability under the terms of the Parent Biogen Permits and all applicable laws, statutes, orders, rules, regulations, policies or guidelines promulgated, or judgments, decisions or orders entered by any Governmental Entity (all such laws, statutes, orders, rules, regulations, policies, guidelines, judgments, decisions and orders, collectively, “Applicable Laws” or “Applicable Law”) relating to Parent Biogen and its Subsidiaries or their respective business or properties, except where the failure to be in compliance with the terms of the Parent Biogen Permits or such Applicable Laws would not, individually or in the aggregate, aggregate would not reasonably be likely to have a Material Adverse Effect on Parent. To the Knowledge of Parent, there are no facts or circumstances that are reasonably likely to prevent or increase the cost of compliance with the Parent Permits or Applicable Laws, except where the increased costs would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on ParentBiogen.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Biogen Inc)

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