Common use of Compliance with Applicable Laws; Regulatory Matters Clause in Contracts

Compliance with Applicable Laws; Regulatory Matters. BT and its Subsidiaries hold all permits, licenses, certificates, franchises, registrations, variances, exemptions, orders and approvals of all Governmental Entities which are material to the operation of the businesses of BT and its Subsidiaries, taken as a whole (the "BT Permits"). BT and its Subsidiaries are in compliance with the terms of the BT Permits, except where the failure so to comply, individually or in the aggregate, would not have a Material Adverse Effect on BT. Except as disclosed in the BT SEC Reports filed prior to the date of this Agreement, the businesses of BT and its Subsidiaries are not being and have not been conducted in violation of any law, ordinance, regulation, judgment, decree, injunction, rule or order of any Governmental Entity, except for violations which, individually or in the aggregate, would not have a Material Adverse Effect on BT. As of the date of this Agreement, no investigation (other than with respect to Taxes) by any Governmental Entity with respect to BT or any of its Subsidiaries is pending or, to the best knowledge of BT, threatened, other than investigations which, individually or in the aggregate, would not have a Material Adverse Effect on BT. Since December 31, 1994, BT and each of its Subsidiaries required to make filings under all applicable laws regulating the telephone, mobile cellular, paging or other telecommunications business has filed with all applicable Governmental Entities all material forms, statements, reports and documents (including exhibits, annexes and any amendments thereto) required to be filed by them, and each such filing complied with all applicable laws, rules and regulations, except for such noncompliance which would not, individually or in the aggregate, have a Material Adverse Effect on BT or prevent or materially delay the performance of this Agreement by BT.

Appears in 2 contracts

Samples: Merger Agreement (Mci Communications Corp), Merger Agreement (British Telecommunications PLC)

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Compliance with Applicable Laws; Regulatory Matters. BT MCI and its Subsidiaries hold all permits, licenses, certificates, franchises, registrations, variances, exemptions, orders and approvals of all Governmental Entities which are material to the operation of the businesses of BT MCI and its Subsidiaries, taken as a whole (the "BT MCI Permits"). BT MCI and its Subsidiaries are in compliance with the terms of the BT MCI Permits, except where the failure so to comply, individually or in the aggregate, would not have a Material Adverse Effect on BTMCI. Except as disclosed in the BT MCI SEC Reports filed prior to the date of this Agreement, the businesses of BT MCI and its Subsidiaries are not being and have not been conducted in violation of any law, ordinance, regulation, judgment, decree, injunction, rule or order of any Governmental Entity, except for violations which, individually or in the aggregate, would not have a Material Adverse Effect on BTMCI. As of the date of this Agreement, no investigation (other than with respect to Taxes) by any Governmental Entity with respect to BT MCI or any of its Subsidiaries is pending or, to the best knowledge of BTMCI, threatened, other than investigations which, individually or in the aggregate, would not have a Material Adverse Effect on BTMCI. Since December 31, 1994, BT MCI and each of its Subsidiaries required to make filings under all applicable laws regulating the telephone, mobile cellular, paging or other telecommunications business has filed with all applicable Governmental Entities (including the applicable public utilities commissions or the FCC, as the case may be) all material forms, statements, reports and documents (including exhibits, annexes and any amendments thereto) required to be filed by them, and each such filing complied with all applicable laws, rules and regulations, except for such noncompliance which would not, individually or in the aggregate, have a Material Adverse Effect on BT MCI or prevent or materially delay the performance of this Agreement by BTMCI.

Appears in 1 contract

Samples: Merger Agreement (Mci Communications Corp)

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Compliance with Applicable Laws; Regulatory Matters. BT MCI and its Subsidiaries hold all permits, licenses, certificates, franchises, registrations, variances, exemptions, orders and approvals of all Governmental Entities which are material to the operation of the businesses of BT MCI and its Subsidiaries, taken as a whole (the 25 14 "BT MCI Permits"). BT MCI and its Subsidiaries are in compliance with the terms of the BT MCI Permits, except where the failure so to comply, individually or in the aggregate, would not have a Material Adverse Effect on BTMCI. Except as disclosed in the BT MCI SEC Reports filed prior to the date of this Agreement, the businesses of BT MCI and its Subsidiaries are not being and have not been conducted in violation of any law, ordinance, regulation, judgment, decree, injunction, rule or order of any Governmental Entity, except for violations which, individually or in the aggregate, would not have a Material Adverse Effect on BTMCI. As of the date of this Agreement, no investigation (other than with respect to Taxes) by any Governmental Entity with respect to BT MCI or any of its Subsidiaries is pending or, to the best knowledge of BTMCI, threatened, other than investigations which, individually or in the aggregate, would not have a Material Adverse Effect on BTMCI. Since December 31, 1994, BT MCI and each of its Subsidiaries required to make filings under all applicable laws regulating the telephone, mobile cellular, paging or other telecommunications business has filed with all applicable Governmental Entities (including the applicable public utilities commissions or the FCC, as the case may be) all material forms, statements, reports and documents (including exhibits, annexes and any amendments thereto) required to be filed by them, and each such filing complied with all applicable laws, rules and regulations, except for such noncompliance which would not, individually or in the aggregate, have a Material Adverse Effect on BT MCI or prevent or materially delay the performance of this Agreement by BTMCI.

Appears in 1 contract

Samples: Merger Agreement (British Telecommunications PLC)

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