Compliance with Governmental Authorizations and Applicable Law. (a) Section 3.7(a) of the Disclosure Letter contains a description of: (i) all Legal Actions which are pending or, other than those finally adjudicated or settled on or before December 31, 1997, in which the Company or any of its Subsidiaries, or any of its officers or directors, is, or at any time during the last three calendar years ending on December 31, 1997 has been, engaged, or which involves, or at any time during such period involved, the business, operations or properties of the Company or any of its Subsidiaries or, to the Company's knowledge, which is threatened or contemplated against, or in any other manner relating Adversely to, the Company or any of its Subsidiaries or the business, operations or properties, or the officers or directors, or any of them in connection therewith; and (ii) each Governmental Authorization to which the Company or any Subsidiary is subject and which relates to the business, operations, properties, prospects, condition (financial or other), or results of operations of the Company or the Company and its Subsidiaries taken as a whole, all of which are in full force and effect. (b) Each of the Company and each of its Subsidiaries has obtained all Governmental Authorizations which are necessary for the ownership or uses of its properties and the conduct of its business as now conducted or as presently proposed to be conducted by the Company or which, if not obtained and maintained, could singly or in the aggregate, have any Adverse Effect on the Company or the Company and its Subsidiaries taken as a whole. No Governmental Authorization is the subject of any pending or, to the Company's knowledge, threatened attack, revocation or termination. Neither the Company nor any Subsidiary nor any officer or director (in connection with the business, operations and properties of the Company or any Subsidiary) is or at any time since January 1, 1993 has been, or is or has during such time been charged with, or to the knowledge of the Company, is threatened or under investigation with respect to any material breach or violation of, or in default in the performance, observance or fulfillment of, any Governmental Authorization or any Applicable Law, and no Event exists or has occurred, which constitutes, or but for any requirement of giving of notice or passage of time or both would constitute, such a breach, violation or default, under (i) any Governmental Authorization or any Applicable Law, except for such breaches, violations or defaults as do not and, to the Company's knowledge, will not have in the aggregate any Adverse Effect on the Company or the Company and its Subsidiaries taken as a whole or the ability of the Company to perform any of the obligations set forth in this Agreement or any Collateral Document executed or required to be executed pursuant hereto or thereto, or to consummate the Merger and the Transactions, or (ii) any requirement of any insurance carrier, applicable to its business, operations or properties, except as otherwise specifically described in Section 3.7(b) of the Disclosure Letter. (c) With respect to matters, if any, of a nature referred to in Sections 3.7(a) or 3.7(b) of the Disclosure Letter, all such information and matters set forth in the Disclosure Letter, individually and in the aggregate, if adversely determined against the Company or any Subsidiary, will not Adversely Affect the Company or the Company and its Subsidiaries taken as a whole, or the ability of the Company to perform its obligations under this Agreement or any Collateral Documents or required to be executed pursuant hereto or thereto or to consummate the Merger and the Transactions.
Appears in 1 contract
Compliance with Governmental Authorizations and Applicable Law. (a) Section 3.7(a) of the Disclosure Letter contains a description of:
(i) all Legal Actions which are pending or, other than those finally adjudicated or settled on or before December 31, 1997, in which the Company or any of its Subsidiaries, or any of its officers or directors, is, or at any time during the last three calendar years ending on December 31, 1997 has been, engaged, or which involves, or at any time during such period involved, the business, operations or properties of the Company or any of its Subsidiaries or, to the Company's knowledge, which is threatened or contemplated against, or in any other manner relating Adversely to, the Company or any of its Subsidiaries or the business, operations or properties, or the officers or directors, or any of them in connection therewith; and
(ii) each Governmental Authorization to which the Company or any Subsidiary is subject and which relates to the business, operations, properties, prospects, condition (financial or other), or results of operations of the Company or the Company ATC and its Subsidiaries taken as a wholehave conducted their respective business and owned and operated their respective property and assets in accordance with all Applicable Laws (including without limitation all Environmental Laws) and Governmental Authorizations, all of which are in full force except for such breaches, violations and effect.
(b) Each of the Company and each of its Subsidiaries has obtained all Governmental Authorizations which are necessary for the ownership or uses of its properties and the conduct of its business as now conducted or as presently proposed to be conducted by the Company or whichdefaults as, if not obtained and maintained, could singly individually or in the aggregate, have not had and are not reasonably likely to have a material adverse effect on ATC. Neither ATC nor any Adverse Effect on of its Subsidiaries, as of the Company date of the Original Merger Agreement, was in, or the Company and its Subsidiaries taken as a whole. No Governmental Authorization is the subject of was charged by any pending Authority with, or, to the CompanyATC's knowledge, threatened attack, revocation or termination. Neither the Company nor any Subsidiary nor any officer or director (in connection with the business, operations and properties of the Company or any Subsidiary) is or at any time since January 1, 1993 has been, or is or has during such time been charged with, or to the knowledge of the Company, is was threatened or under investigation by any Authority with respect to to, any material breach or violation of, or in default in the performance, observance or fulfillment of, any Governmental Authorization Applicable Law (including without limitation any Environmental Laws) relating to the ownership and operation of their respective assets or any Applicable Lawthe conduct of their respective businesses which, and no individually or in the aggregate, has had or will have a material adverse effect on ATC. No Event exists existed or has had occurred, as of the date of the Original Merger Agreement, which constitutes, or but for any requirement of giving of notice or passage of time or both would constitute, such a breach, violation or default, under
(i) under any Governmental Authorization or any Applicable Law (including without limitation any Environmental Law), except for such breaches, violations or defaults as do not and, to the Company's knowledge, will not have in the aggregate any Adverse Effect on the Company or the Company and its Subsidiaries taken as a whole or the ability of the Company to perform any of the obligations set forth in this Agreement or any Collateral Document executed or required to be executed pursuant hereto or thereto, or to consummate the Merger and the Transactions, or
(ii) any requirement of any insurance carrier, applicable to its business, operations or properties, except as otherwise specifically described in Section 3.7(b) of the Disclosure Letter.
(c) With respect to matters, if any, of a nature referred to in Sections 3.7(a) or 3.7(b) of the Disclosure Letter, all such information and matters set forth in the Disclosure Letteras, individually and or in the aggregate, if adversely determined have not had and will not have a material adverse effect on ATC.
(b) There were, as of the date of the Original Merger Agreement, no Legal Actions of any kind pending or, to the knowledge of ATC, threatened at law, in equity or before any Authority against the Company ATC or any Subsidiaryof its Subsidiaries or the officers or directors of any thereof relating to the ownership or operation of their respective assets or the conduct of their respective businesses which, if determined adversely to ATC, individually or in the aggregate, will not Adversely Affect the Company have a material adverse effect on ATC or the Company which could materially and its Subsidiaries taken as a whole, or adversely affect the ability of the Company ATC or ATMC to perform its obligations under this Agreement Agreement, nor are there any judgments or any Collateral Documents orders outstanding against ATC or required to be executed pursuant hereto or thereto or to consummate the Merger and the TransactionsATMC that could have such effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Tower Corp /Ma/)
Compliance with Governmental Authorizations and Applicable Law. (a) Section 3.7(a) of the Disclosure Letter Schedule contains a description of:
(i) all Legal Actions which are pending or, other than those finally adjudicated or settled on or before December 31, 19971996, in which the Company or any of its Subsidiaries, or any of its officers or directors, is, or at any time during the last three calendar years ending on December 31, 1997 since its organization has been, engaged, or which involves, or at any time during such period involved, the business, operations or properties of the Company or any of its Subsidiaries or, to the Company's knowledge, which is threatened or contemplated against, or in any other manner relating Adversely to, the Company or any of its Subsidiaries or the business, operations or properties, or the officers or directors, or any of them in connection therewiththerewith (the "Identified Legal Actions"); and
(ii) each Governmental Authorization to which the Company or any Subsidiary is subject and which relates to the business, operations, properties, prospects, condition (financial or other), or results of operations of the Company or the Company and its Subsidiaries taken as a whole, all of which are in full force and effect.
(b) Each of the Company and each of its Subsidiaries has obtained all Governmental Authorizations which are necessary for the ownership or uses of its properties and the conduct of its business as now conducted or as presently proposed to be conducted by the Company or which, if not obtained and maintained, could singly or in the aggregate, have any Adverse Effect on the Company or the Company and its Subsidiaries taken as a whole. No Governmental Authorization is the subject of any pending or, to the Company's knowledge, threatened attack, revocation or termination. Neither the Company nor any Subsidiary nor any officer or director (in connection with the business, operations and properties of the Company or any Subsidiary) is or at any time since January 1, 1993 1991 has been, or is or has during such time been charged with, or to the knowledge of the Company, is threatened or under investigation with respect to any material breach or violation of, or in default in the performance, observance or fulfillment of, any Governmental Authorization or any Applicable Law, and no Event exists or has occurred, which constitutes, or but for any requirement of giving of notice or passage of time or both would constitute, such a breach, violation or default, under
(i) any Governmental Authorization or any Applicable Law, except for such breaches, violations or defaults as do not and, to the Company's knowledge, will not have in the aggregate any Adverse Effect on the Company or the Company and its Subsidiaries taken as a whole or the ability of the Company to perform any of the obligations set forth in this Agreement or any Collateral Document executed or required to be executed pursuant hereto or thereto, or to consummate the Merger Asset Purchase and the Transactions, or
(ii) any requirement of any insurance carrier, applicable to its business, operations or properties, except as otherwise specifically described in Section 3.7(b) of the Disclosure LetterSchedule.
(c) With respect to matters, if any, of a nature referred to in Sections 3.7(a) or 3.7(b) of the Disclosure LetterSchedule, all such information and matters set forth in the Disclosure LetterSchedule, individually and in the aggregate, if adversely determined against the Company or any Subsidiary, will not Adversely Affect the Company or the Company and its Subsidiaries taken as a whole, or the ability of the Company to perform its obligations under this Agreement or any Collateral Documents or required to be executed pursuant hereto or thereto or to consummate the Merger Asset Purchase and the Transactions.
Appears in 1 contract
Compliance with Governmental Authorizations and Applicable Law. (a) Section 3.7(a3.10(a) of the Company Disclosure Letter Schedule contains a description of:
(i) all Legal Actions which are pending or, other than those finally adjudicated or settled on or before December 31, 1997, in which the Company or any of its Subsidiaries, or any of its officers or directors, is, or at any time during the last three calendar years ending on December 31, 1997 has been, engaged, or which involves, or at any time during such period involved, the business, operations or properties of the Company or any of its Subsidiaries or, to the Company's knowledge, which is threatened or contemplated against, or and which in any other manner relating relate Adversely to, the Company or any of its Subsidiaries or the business, operations or properties, or the officers or directors, or any of them in connection therewithSubsidiary; and
(ii) each Governmental Authorization to which the Company or any Subsidiary of its Subsidiaries is subject and which relates is material to the business, operations, properties, prospects, condition (financial or other), or results of operations of the Company or the Company and its Subsidiaries taken as a wholeSubsidiaries, all of which are in full force and effect.
(b) Each of the Company and each of its Subsidiaries has obtained all Governmental Authorizations which are necessary for the ownership or uses of its properties and the conduct of its business as now conducted or as presently proposed to be conducted by the Company it or which, if not obtained and maintained, could singly or in the aggregate, aggregate have any Adverse Effect on the Company or Company, except as otherwise described in Section 3.10(b) of the Company and its Subsidiaries taken as a wholeDisclosure Schedule. No Governmental Authorization is the subject of any pending or, to the Company's knowledge, threatened attack, revocation or termination. Neither the Company nor any Subsidiary nor any officer or director (in connection with the businessis, operations and properties of the Company or any Subsidiary) is or at any time since January 1March 15, 1993 1998 has been, or is or has during such time been charged with, or to the Company's knowledge of the Company, is threatened or under investigation with respect to to, any material breach or violation of, or in default in the performance, observance or fulfillment of, any Governmental Authorization or any Applicable Law, and no Event exists or has occurred, which constitutes, or but for any requirement of giving of notice or passage of time or both would constitute, such a breach, violation or default, under
(i) any Governmental Authorization or any Applicable Law, except (i) for such breaches, violations or defaults as do not and, to the Company's knowledge, will not have in the aggregate any Adverse Effect on the Company or the Company and its Subsidiaries taken (ii) as a whole or the ability otherwise described in Section 3.10(b) of the Company to perform any of the obligations set forth in this Agreement or any Collateral Document executed or required to be executed pursuant hereto or thereto, or to consummate the Merger and the Transactions, or
(ii) any requirement of any insurance carrier, applicable to its business, operations or properties, except as otherwise specifically described in Section 3.7(b) of the Disclosure LetterSchedule.
(c) With respect to matters, if any, of a nature referred to Except as set forth in Sections 3.7(a) or 3.7(bSection 3.10(c) of the Company Disclosure LetterSchedule, the Company and its Subsidiaries, and the conduct and operations of their respective businesses, are in compliance with all such information and matters set forth in Applicable Laws which (i) affect or relate to this Agreement or the Disclosure Letter, individually and in the aggregate, if adversely determined against Transactions or (ii) are applicable to the Company or any Subsidiary, will not Adversely Affect the Company or the Company and of its Subsidiaries taken as a wholeor their respective businesses, except for any violation of, or default under, any Applicable Law which would not reasonably be expected to have an Adverse Effect on the ability of the Company to perform its obligations under this Agreement or any Collateral Documents or required to be executed pursuant hereto or thereto or to consummate the Merger and the TransactionsCompany.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Quality Stores Inc)
Compliance with Governmental Authorizations and Applicable Law. (a) A. Section 3.7(a4.10(A) of the Company Disclosure Letter Schedule contains a description of:
(i1) all Legal Actions which are pending or, other than those finally adjudicated or settled on or before December 31, 1997, in which the Company or any of its Subsidiaries, or any of its officers or directors, is, or at any time during the last three calendar years ending on December 31, 1997 has been, engaged, or which involves, or at any time during such period involved, the business, operations or properties of the Company or any of its Subsidiaries or, to the Company's knowledge, which is threatened or contemplated againstcontemplated, against or in any other manner relating Adversely to, the Company or any of its Subsidiaries or the business, operations or properties, or the officers or directors, or any directors of them the Company in connection therewith; and
(ii2) each Governmental Authorization to which the Company or any Subsidiary is subject and which relates to the business, operations, properties, prospects, condition (financial or other), or results of operations of the Company or the Company and its Subsidiaries taken as a wholeCompany, all of which are in full force and effect.
(b) Each of the B. The Company and each of its Subsidiaries has obtained all Governmental Authorizations which are necessary for the ownership or uses Current Uses of its properties and the conduct of its business as now conducted or as presently proposed to be conducted by the Company or which, if not obtained and maintainedmaintained , could singly or in the aggregate, have any an Adverse Effect on the Company or Company, except as otherwise described in Section 4.10(B) of the Company and its Subsidiaries taken as a wholeDisclosure Schedule. No Governmental Authorization is the subject of any pending or, to the Company's knowledge, threatened attack, revocation or termination. Neither the The Company nor any Subsidiary nor any officer or director (in connection with the business, operations and properties of the Company or any Subsidiary) is not or at any time since January 1, 1993 1998 has been, or is or has during such time been charged with, or to the knowledge of the Company's knowledge, is threatened or under investigation with respect to any material breach or violation of, or in default in the performance, observance or fulfillment of, any Governmental Authorization or any Applicable Law, and no Event exists or has occurred, which constitutes, or but for any requirement of giving of notice or passage of time or both would constitute, such a breach, violation or default, under
(i) any Governmental Authorization or any Applicable Law, except for such breaches, violations or defaults as do not and, to the Company's knowledge, will not have in the aggregate any an Adverse Effect on the Company or the Company and its Subsidiaries taken as a whole or the ability of the Company to perform any of the obligations set forth in this Agreement or any Collateral Document executed or required to be executed pursuant hereto or thereto, or to consummate the Acquisition Merger and the TransactionsTransaction.
C. Except as set forth in Section 4.10(C) of the Company Disclosure Schedule, or
the Company, and the conduct and operations of its businesses, are in compliance with all Applicable Laws which (i) affect or relate to this Agreement or the Transactions or (ii) any requirement of any insurance carrier, are applicable to the Company or its business, except for any violation of, or default under, any Applicable Law which would not have an Adverse Effect on the assets, business, financial condition, results of operations or properties, except as otherwise specifically described in Section 3.7(b) future prospects of the Disclosure LetterCompany. The Company has not violated in any material respect and is in material compliance with all Applicable Law relating to packaging, labeling, storage and sale of food and beverage products.
(c) With respect to matters, if any, of a nature referred to in Sections 3.7(a) or 3.7(b) of the Disclosure Letter, all such information and matters set forth in the Disclosure Letter, individually and in the aggregate, if adversely determined against the Company or any Subsidiary, will not Adversely Affect the Company or the Company and its Subsidiaries taken as a whole, or the ability of the Company to perform its obligations under this Agreement or any Collateral Documents or required to be executed pursuant hereto or thereto or to consummate the Merger and the Transactions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (United Natural Foods Inc)
Compliance with Governmental Authorizations and Applicable Law. (a) A. Section 3.7(a3.10(A) of the Company Disclosure Letter Schedule contains a description of:
(i) all Legal Actions which are pending or, other than those finally adjudicated or settled on or before December 31, 1997, in which the Company or any of its Subsidiaries, or any of its officers or directors, is, or at any time during the last three calendar years ending on December 31, 1997 has been, engaged, or which involves, or at any time during such period involved, the business, operations or properties of the Company or any of its Subsidiaries or, to the Company's knowledge, which is threatened or contemplated against, or and which in any other manner relating Adversely relate to, the Company or any of its Subsidiaries or the business, operations or properties, or the officers or directors, directors or any Subsidiary of them the Company in connection therewith; and
(ii) each Material Governmental Authorization to which the Company (or any Subsidiary of the Company) is subject and which relates to the business, operations, properties, prospects, condition (financial or other), or results of operations of the Company or the Company and any of its Subsidiaries taken as a wholeSubsidiaries, all of which are in full force and effect.
B. The Company (b) Each or a Subsidiary of the Company and each of its Subsidiaries Company) has obtained all Governmental Authorizations which are necessary for the ownership or uses of its properties and the conduct of its business as now conducted or as presently proposed to be conducted by the Company it or which, if not obtained and maintained, could singly or in the aggregate, have any Adverse Effect on the Company or Company, except as otherwise described in Section 3.10(B) of the Company and its Subsidiaries taken as a wholeDisclosure Schedule. No Governmental Authorization is the subject of any pending or, to the Company's knowledge, threatened attack, revocation or termination. Neither the Company nor any Subsidiary nor any officer or director (in connection with the business, operations and properties of the Company or any Subsidiary) is is, or at any time since January 1, 1993 1995, has been, or is or has during such time been charged with, or to the knowledge of the Company's knowledge, is threatened or under investigation with respect to any material breach or violation of, or in default in the performance, observance or fulfillment of, any Governmental Authorization or any Applicable Law, and no Event exists or has occurred, which constitutes, or but for any requirement of giving of notice or passage of time or both would constitute, such a breach, violation or default, under
(i) any Governmental Authorization or any Applicable Law, except for such breaches, violations or defaults as do not and, to the Company's knowledge, will not have otherwise described in the aggregate any Adverse Effect on Section 3.10(B) of the Company or Disclosure Schedule.
C. Except as set forth in Section 3.10(C) of the Company Disclosure Schedule, the Company and its Subsidiaries taken as a whole or the ability each Subsidiary of the Company Company, and the conduct and operations of its business, is in compliance with all Applicable Laws which (i) affect or relate to perform any of the obligations set forth in this Agreement or any Collateral Document executed the Transactions or required to be executed pursuant hereto or thereto, or to consummate the Merger and the Transactions, or
(ii) any requirement of any insurance carrier, are applicable to it or its business, operations or propertiesexcept, except as otherwise specifically described in Section 3.7(b) of the Disclosure Letter.
(c) With with respect to mattersclause (ii) only, if any, of a nature referred to in Sections 3.7(a) or 3.7(b) of the Disclosure Letter, all such information and matters set forth in the Disclosure Letter, individually and in the aggregate, if adversely determined against the Company or for any Subsidiary, will not Adversely Affect the Company or the Company and its Subsidiaries taken as a wholeviolation of, or default under, any Applicable Law which reasonably may be expected not to have a Material Adverse effect on the ability of the Company to perform its obligations under this Agreement or any Collateral Documents or required to be executed pursuant hereto or thereto or to consummate the Merger and the TransactionsCompany.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mobile Services Group Inc)
Compliance with Governmental Authorizations and Applicable Law. (a) Section 3.7(a4.7(a) of the Company Disclosure Letter Schedule contains a description of:
(i) all Legal Actions which are pending or, other than those finally adjudicated or settled on or before December 31, 1997, in which the Company or any of its Subsidiariesbusiness, operations or properties, or any of its officers or directorsdirectors in connection therewith, is, or or, to the Company's knowledge, at any time during the last three calendar past five (5) years ending on December 31, 1997 has been, engaged, or which involves, or or, to the Company's knowledge, at any time during such period involved, the business, operations or properties of the Company or any of its Subsidiaries or, to the Company's knowledge, which is threatened or contemplated against, or in any other manner relating Materially and Adversely to, the Company or any of its Subsidiaries or the business, operations or properties, or the any of its officers or directors, or any of them directors in connection therewith;
(ii) all Claims and Legal Actions pending or, to the Company's knowledge, threatened against the Company or the ownership or operations of any of the Stations which, individually or in the aggregate, are reasonably likely to result in the revocation or termination of any of the FCC Licenses or the imposition of any restriction of such a nature as would Adversely affect the ownership or operations of any of the Stations, nor does the Company know of any basis for any of the foregoing; in particular, but without limiting the generality of the foregoing, there are no applications, complaints or proceedings pending or, to the best of the Company's knowledge, threatened (x) before the FCC relating to the business or operations of any of the Stations other than applications, complaints or proceedings which affect the radio broadcasting industry generally, or (y) before any Authority involving charges of illegal discrimination by the Stations under any federal or state employment Laws; and
(iiiii) each Governmental Authorization to which (including without limitation all FCC Licenses) that is (x) owned or held by the Company with respect to the ownership and operation of the Stations and the conduct of the business of the Company, or (y) necessary to permit the Company to execute and deliver this Agreement and to perform its obligations hereunder. The Company has delivered to American, true, correct and complete copies of each of the Governmental Authorizations described in Section 4.7(a) of the Company Disclosure Schedule (including without limitation any Subsidiary and all amendments and other modifications thereto).
(b) The Company is the authorized legal holder of the FCC Licenses listed in Section 4.7(a) of the Company Disclosure Schedule, none of which is subject and to any restriction or condition which relates to would limit in any material respect the business, operations, properties, prospects, condition (financial or other), or results of operations of the Company Stations as currently conducted or proposed to be conducted on or prior to the Closing Date. The FCC Licenses listed in Section 4.7(a) of the Company Disclosure Schedule are valid and its Subsidiaries taken as a wholein good standing, all of which are in full force and effect.
(b) Each effect and are not impaired in any material respect by any act or omission of the Company or its officers, directors, employees or agents, and each the operation of its Subsidiaries the Stations is in accordance in all material respects with the FCC Licenses. The Stations are operating in accordance with the FCC Licenses, all underlying construction permits and the FCA. Except as disclosed in Section 4.7(b) of the Company Disclosure Schedule, no application, action or proceeding is pending for the renewal or modification of any of the FCC Licenses and, to the Company's knowledge, there is not as of the date of this Agreement issued or outstanding any investigation or material complaint against the Company at the FCC relating to any of the Stations. Except as disclosed in Section 4.7(b) of the Company Disclosure Schedule, as of the date of this Agreement, to the Company's knowledge, there is no proceeding pending at or outstanding notice of violation from the FCC relating to the Stations. All fees payable to Authorities pursuant to the FCC Licenses, including FCC annual regulatory fees, have been paid and no event has obtained occurred which, individually or in the aggregate and without the giving of notice or the lapse of time or both, would constitute grounds for revocation thereof or would have an Adverse Effect on the Company. Except as set forth in Section 4.7(b) of the Company Schedule, all material reports, forms and statements required to be filed by the Company with the FCC with respect to the Stations have been filed and are true, complete and accurate in all material respects. To the best knowledge of the Company, under the FCA, there are no facts that would disqualify the Company from transferring the Stations to American. The Governmental Authorizations listed in Section 4.7(a) of the Company Disclosure Schedule comprise all Governmental Authorizations which are necessary for the lawful ownership or uses of its properties operation and the lawful conduct of its the business of each of the Stations as now conducted or as presently proposed conducted, except for Governmental Authorizations, the failure of which to be conducted by the Company or whichobtain and maintain, if would not obtained and maintained, could singly individually or in the aggregate, aggregate have any Adverse Effect on the Company or the Company and its Subsidiaries taken as a wholeCompany. No Governmental Authorization is the subject of any pending or, to the Company's knowledge, threatened attack, revocation challenge or terminationproceeding to revoke or terminate any Governmental Authorization. Neither The Company has no reason to believe that any Governmental Authorization would not be renewed in the Company nor any Subsidiary nor any officer or director (in connection with the business, operations and properties name of the Company or any Subsidiary) is or at any time since January 1, 1993 has been, or is or has during such time been charged with, or to by the knowledge of the Company, is threatened or under investigation with respect to any material breach or violation of, or in default granting Authority in the performance, observance or fulfillment of, any Governmental Authorization or any Applicable Law, and no Event exists or has occurred, which constitutes, or but for any requirement of giving of notice or passage of time or both would constitute, such a breach, violation or default, under
(i) any Governmental Authorization or any Applicable Law, except for such breaches, violations or defaults as do not and, to the Company's knowledge, will not have in the aggregate any Adverse Effect on the Company or the Company and its Subsidiaries taken as a whole or the ability of the Company to perform any of the obligations set forth in this Agreement or any Collateral Document executed or required to be executed pursuant hereto or thereto, or to consummate the Merger and the Transactions, or
(ii) any requirement of any insurance carrier, applicable to its business, operations or properties, except as otherwise specifically described in Section 3.7(b) of the Disclosure Letterordinary course.
(c) With respect to matters, if any, of a nature referred to in Sections 3.7(aSection 4.7(a) or 3.7(b4.7(b) of the Company Disclosure LetterSchedule, except as otherwise specifically described in Section 4.7(c) of the Company Disclosure Schedule, all such information and matters set forth in the Company Disclosure Letter, individually and in the aggregateSchedule, if adversely determined against the Company or any SubsidiaryCompany, will not not, in the aggregate, Materially Adversely Affect the Company or the Company and its Subsidiaries taken as a wholeCompany, or the ability of the Company to perform its obligations under this Agreement or any Collateral Documents executed or required to be executed pursuant hereto or thereto or to consummate the Merger and the Transactions.
Appears in 1 contract
Samples: Merger Agreement (American Radio Systems Corp /Ma/)
Compliance with Governmental Authorizations and Applicable Law. (a) A. Section 3.7(a3.10(A) of the Company Disclosure Letter Schedule contains a description of:
(i) all Legal Actions which are pending or, other than those finally adjudicated or settled on or before December 31, 1997, in which the Company or any of its Subsidiaries, or any of its officers or directors, is, or at any time during the last three calendar years ending on December 31, 1997 has been, engaged, or which involves, or at any time during such period involved, the business, operations or properties of the Company or any of its Subsidiaries or, to the Company's knowledge, which is threatened or contemplated against, or and which in any other manner relating relate Adversely to, the Company or any of its Subsidiaries or the business, operations or properties, or the officers or directors, directors or any Subsidiary of them the Company in connection therewith; and
(ii) each material Governmental Authorization to which the Company (or any Subsidiary Subsidiary) is subject and which relates to the business, operations, properties, prospects, condition (financial or other), or results of operations of the Company or the Company and its Subsidiaries taken as a wholeSubsidiaries, all of which are in full force and effect.
B. The Company (bor a Subsidiary) Each of the Company and each of its Subsidiaries has obtained all Governmental Authorizations which are necessary for the ownership or uses of its properties and the conduct of its business as now conducted or as presently proposed to be conducted by the Company it or which, if not obtained and maintained, could singly or in the aggregate, have any Adverse Effect on the Company or Company, except as otherwise described in Section 3.10(B) of the Company and its Subsidiaries taken as a wholeDisclosure Schedule. No Governmental Authorization is the subject of any pending or, to the Company's knowledge, threatened attack, revocation or termination. Neither the Company nor any Subsidiary nor any officer or director (in connection with the businessis, operations and properties of the Company or any Subsidiary) is or at any time since January 1, 1993 1994 has been, or is or has during such time been charged with, or to the knowledge of the Company's knowledge, is threatened or under investigation with respect to any material breach or violation of, or in default in the performance, observance or fulfillment of, any Governmental Authorization or any Applicable Law, and no Event exists or has occurred, which constitutes, or but for any requirement of giving of notice or passage of time or both would constitute, such a breach, violation or default, under
(i) any Governmental Authorization or any Applicable Law, except for such breaches, violations or defaults as do not and, to the Company's knowledge, will not have in the aggregate any Adverse Effect on the Company or the Company and its Subsidiaries taken as a whole or the ability of the Company to perform any of the obligations set forth in this Agreement or any Collateral Document executed or required to be executed pursuant hereto or thereto, or to consummate the Acquisition Merger and the Transactions, or
(ii) any requirement of any insurance carrier, applicable to its business, operations or propertiesTransaction, except as otherwise specifically described in Section 3.7(b3.10(B) of the Company Disclosure LetterSchedule.
(c) With respect to matters, if any, of a nature referred to C. Except as set forth in Sections 3.7(a) or 3.7(bSection 3.10(C) of the Company Disclosure LetterSchedule, all such information and matters set forth in the Disclosure Letter, individually and in the aggregate, if adversely determined against the Company or any Subsidiary, will not Adversely Affect the Company or the Company and each Subsidiary, and the conduct and operations of its Subsidiaries taken as a wholebusiness, is in compliance with all Applicable Laws which (i) affect or the ability of the Company relate to perform its obligations under this Agreement or the Transactions or (ii) are applicable to it or its business, except for any Collateral Documents violation of, or required default under, any Applicable Law which reasonably may be expected not to be executed pursuant hereto or thereto or to consummate have an Adverse Effect on the Merger and the TransactionsCompany.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Desa International Inc)
Compliance with Governmental Authorizations and Applicable Law. (a) Section 3.7(a) of the Disclosure Letter contains a description of:
(i) all Legal Actions which are pending or, other than those finally adjudicated or settled on or before December 31, 1997, in which the Company or any of its Subsidiaries, or any of its officers or directors, is, or at any time during the last three calendar years ending on December 31, 1997 has been, engaged, or which involves, or at any time during such period involved, the business, operations or properties of the Company or any of its Subsidiaries or, to the Company's knowledge, which is threatened or contemplated against, or in any other manner relating Adversely to, the Company or any of its Subsidiaries or the business, operations or properties, or the officers or directors, or any of them in connection therewith; and
(ii) each Governmental Authorization to which the Company or any Subsidiary is subject and which relates to the business, operations, properties, prospects, condition (financial or other), or results of operations of the Company or the Company ATC and its Subsidiaries taken as a wholehave conducted their respective business and owned and operated their respective property and assets in accordance with all Applicable Laws (including without limitation all Environmental Laws) and Governmental Authorizations, all of which are in full force except for such breaches, violations and effect.
(b) Each of the Company and each of its Subsidiaries has obtained all Governmental Authorizations which are necessary for the ownership or uses of its properties and the conduct of its business as now conducted or as presently proposed to be conducted by the Company or whichdefaults as, if not obtained and maintained, could singly individually or in the aggregate, have not had and are not reasonably likely to have a material adverse effect on ATC. Neither ATC nor any Adverse Effect on of its Subsidiaries, as of the Company date of this Agreement, is in, or the Company and its Subsidiaries taken as a whole. No Governmental Authorization is the subject of charged by any pending Authority with, or, to the CompanyATC's knowledge, threatened attack, revocation or termination. Neither the Company nor any Subsidiary nor any officer or director (in connection with the business, operations and properties of the Company or any Subsidiary) is or at any time since January 1, 1993 has been, or is or has during such time been charged with, or to the knowledge of the Company, is threatened or under investigation by any Authority with respect to to, any material breach or violation of, or in default in the performance, observance or fulfillment of, any Governmental Authorization Applicable Law (including without limitation any Environmental Laws) relating to the ownership and operation of their respective assets or any Applicable Lawthe conduct of their respective businesses which, and no individually or in the aggregate, has had or will have a material adverse effect on ATC. No Event exists or has occurred, as of the date of this Agreement, which constitutes, or but for any requirement of giving of notice or passage of time or both would constitute, such a breach, violation or default, under
(i) under any Governmental Authorization or any Applicable Law (including without limitation any Environmental Law), except for such breaches, violations or defaults as do not and, to the Company's knowledge, will not have in the aggregate any Adverse Effect on the Company or the Company and its Subsidiaries taken as a whole or the ability of the Company to perform any of the obligations set forth in this Agreement or any Collateral Document executed or required to be executed pursuant hereto or thereto, or to consummate the Merger and the Transactions, or
(ii) any requirement of any insurance carrier, applicable to its business, operations or properties, except as otherwise specifically described in Section 3.7(b) of the Disclosure Letter.
(c) With respect to matters, if any, of a nature referred to in Sections 3.7(a) or 3.7(b) of the Disclosure Letter, all such information and matters set forth in the Disclosure Letteras, individually and or in the aggregate, if adversely determined have not had and will not have a material adverse effect on ATC.
(b) There are, as of the date of this Agreement, no Legal Actions of any kind pending or, to the knowledge of ATC, threatened at law, in equity or before any Authority against the Company ATC or any Subsidiaryof its Subsidiaries or the officers or directors of any thereof relating to the ownership or operation of their respective assets or the conduct of their respective businesses which, if determined adversely to ATC, individually or in the aggregate, will not Adversely Affect the Company have a material adverse effect on ATC or the Company which could materially and its Subsidiaries taken as a whole, or adversely affect the ability of the Company ATC or ATI to perform its obligations under this Agreement Agreement, nor are there any judgments or any Collateral Documents orders outstanding against ATC or required to be executed pursuant hereto or thereto or to consummate the Merger and the TransactionsATI that could have such effect.
Appears in 1 contract
Compliance with Governmental Authorizations and Applicable Law. (a) Section 3.7(a) of the Disclosure Letter Schedule contains a description of:
(i) all Legal Actions which are pending or, other than those finally adjudicated or settled on or before December 31, 1997, in which the Company or any of its SubsidiariesCompany Subsidiary is a party, or any of its officers or directors, is, or at any time during the last three calendar years ending on December 31, 1997 has been, engaged, or to which involves, or at any time during such period involved, the business, operations or properties of the Company or any of its Subsidiaries Company Subsidiary are subject or, to the Company's knowledge, which is are threatened or contemplated against, or in any other manner relating Adversely to, the Company or any Company Subsidiary or any of its Subsidiaries or the their respective business, operations or properties, which in the case of such threatened or contemplated Legal Actions, individually or in the officers or directorsaggregate, if determined against the Company or any of them in connection therewithCompany Subsidiary would reasonably be expected to have an Adverse Effect on the Company; and
and (ii) to the Company's knowledge, each material Governmental Authorization to which the Company or any Company Subsidiary is subject and which relates to the business, operations, properties, prospects, condition (financial or other), or results of operations of the Company and its Subsidiaries, and, except as set forth in Section 3.7(a)(ii) of the Disclosure Schedule, each Governmental Authorization known to the Company to which the Company or any Company Subsidiary is subject and which relates to the business, operations, properties, prospects, condition (financial or other), or results of operations of the Company and its Subsidiaries taken as a whole, all of which are is in full force and effect.
(b) Each of To the Company's knowledge, the Company and each of its Subsidiaries has have obtained all Governmental Authorizations which are necessary for the ownership or uses use of its their respective properties and the conduct of its their respective business as now conducted or as presently proposed to be conducted by the Company or any Company Subsidiary or which, if not obtained and maintained, could singly or in the aggregate, have any Adverse Effect on the Company or the Company and its Subsidiaries taken as a wholeCompany. No material Governmental Authorization is the subject of any pending or, to the Company's knowledge, threatened attack, revocation or termination. Neither To the Company's knowledge, (i) neither the Company nor any Company Subsidiary nor any officer or director (is in connection with the business, operations and properties of the Company or any Subsidiary) is or at any time since January 1, 1993 has been, or is or has during such time been charged with, or to the knowledge of the Company, is threatened or under investigation with respect to any material breach or violation of, or in default in the performance, observance or fulfillment of, any Governmental Authorization or any Applicable Law, and (ii) no Event exists or has occurred, which constitutes, or but for any requirement of giving of notice or passage of time or both would constitute, such a breach, violation or default, under
(i) under any Governmental Authorization or any Applicable Law, except for such breaches, violations or defaults as do not and, to the Company's knowledge, will not have in the aggregate any Adverse Effect on the Company or the Company and its Subsidiaries taken as a whole or the ability of the Company to perform any of the obligations set forth in this Agreement or any Collateral Document executed or required to be executed pursuant hereto or thereto, or to consummate the Merger and the Transactions, or
(ii) any requirement of any insurance carrier, applicable to its business, operations or properties, except as otherwise specifically described in Section 3.7(b) of the Disclosure LetterCompany.
(c) With respect to The matters, if any, of a nature referred to in Sections Section 3.7(a) or 3.7(b) of the Disclosure Letter, all such information and matters set forth in the Disclosure Letter, individually and in the aggregateSchedule, if adversely determined against the Company or any Company Subsidiary, will not Adversely Affect the Company or Company, except to the Company and its Subsidiaries taken as a wholeextent set forth in the Disclosure Schedule, or the ability of the Company to perform its obligations under this Agreement or any Collateral Documents executed or required to be executed pursuant hereto or thereto or to consummate the Merger and the Transactions.
Appears in 1 contract
Compliance with Governmental Authorizations and Applicable Law. (a) Section 3.7(a) of the Disclosure Letter Schedule contains a description of:
(i) all Legal Actions which are pending or, other than those finally adjudicated or settled on or before December 31, 19971995, in which the Company or any of its Subsidiaries, or any of its officers or directors, is, or at any time during the last three calendar years ending on December 31, 1997 since its organization has been, engaged, or which involves, or at any time during such period involved, the business, operations or properties of the Company or any of its Subsidiaries or, to the Company's knowledge, which is threatened or contemplated against, or in any other manner relating Adversely to, the Company or any of its Subsidiaries or the business, operations or properties, or the officers or directors, or any of them in connection therewiththerewith (the "Identified Legal Actions"); and
(ii) each Governmental Authorization to which the Company or any Subsidiary is subject and which relates to the business, operations, properties, prospects, condition (financial or other), or results of operations of the Company or the Company and its Subsidiaries taken as a whole, all of which are in full force and effect.
(b) Each of the Company and each of its Subsidiaries has obtained all Governmental Authorizations which are necessary for the ownership or uses of its properties and the conduct of its business as now conducted or as presently proposed to be conducted by the Company or which, if not obtained and maintained, could singly or in the aggregate, have any Adverse Effect on the Company or the Company and its Subsidiaries taken as a whole. No Governmental Authorization is the subject of any pending or, to the Company's knowledge, threatened attack, revocation or termination. Neither the Company nor any Subsidiary nor any officer or director (in connection with the business, operations and properties of the Company or any Subsidiary) is or at any time since January 1, 1993 1991 has been, or is or has during such time been charged with, or to the knowledge of the Company, is threatened or under investigation with respect to any material breach or violation of, or in default in the performance, observance or fulfillment of, any Governmental Authorization or any Applicable Law, and no Event exists or has occurred, which constitutes, or but for any requirement of giving of notice or passage of time or both would constitute, such a breach, violation or default, under
(i) any Governmental Authorization or any Applicable Law, except for such breaches, violations or defaults as do not and, to the Company's knowledge, will not have in the aggregate any Adverse Effect on the Company or the Company and its Subsidiaries taken as a whole or the ability of the Company to perform any of the obligations set forth in this Agreement or any Collateral Document executed or required to be executed pursuant hereto or thereto, or to consummate the Merger Asset Purchase and the Transactions, or
(ii) any requirement of any insurance carrier, applicable to its business, operations or properties, except as otherwise specifically described in Section 3.7(b) of the Disclosure LetterSchedule.
(c) With respect to matters, if any, of a nature referred to in Sections 3.7(a) or 3.7(b) of the Disclosure LetterSchedule, all such information and matters set forth in the Disclosure LetterSchedule, individually and in the aggregate, if adversely determined against the Company or any Subsidiary, will not Adversely Affect the Company or the Company and its Subsidiaries taken as a whole, or the ability of the Company to perform its obligations under this Agreement or any Collateral Documents or required to be executed pursuant hereto or thereto or to consummate the Merger Asset Purchase and the Transactions.
Appears in 1 contract
Compliance with Governmental Authorizations and Applicable Law. (a) To the Company's knowledge:
A. Section 3.7(a3.10(A) of the Company Disclosure Letter Schedule contains a description of:
(i) all Legal Actions which are pending or, other than those finally adjudicated or settled on or before December 31, 1997, in which the Company or any of its Subsidiaries, or any of its officers or directors, is, or at any time during the last three calendar years ending on December 31, 1997 has been, engaged, or which involves, or at any time during such period involved, the business, operations or properties of the Company or any of its Subsidiaries or, to the Company's knowledge, which is threatened or contemplated against, or and which in any other manner relating Adversely relate to, the Company or any of its Subsidiaries or the business, operations or properties, or the officers or directors, or any of them directors in connection therewith; and
(ii) each Material Governmental Authorization to which the Company or any Subsidiary is subject and which relates to the business, operations, properties, prospects, condition (financial or other), or results of operations of the Company or the Company and its Subsidiaries taken as a wholeCompany, all of which are in full force and effect.
(b) Each of the B. The Company and each of its Subsidiaries has obtained all Governmental Authorizations which are necessary for the ownership or uses of its properties and the conduct of its business as now conducted or as presently proposed to be conducted by the Company it or which, if not obtained and maintained, could singly or in the aggregate, have any Adverse Effect on the Company or Company, except as otherwise described in Section 3.10(B) of the Company and its Subsidiaries taken as a wholeDisclosure Schedule. No Governmental Authorization is the subject of any pending or, to the Company's knowledge, threatened attack, revocation or termination. Neither the The Company nor any Subsidiary nor any officer or director (in connection with the businessis not, operations and properties of the Company or any Subsidiary) is or at any no time since January 1the date of its incorporation, 1993 has been, or is or has during such time been charged with, or to the knowledge of the Company's knowledge, is threatened or under investigation with respect to any material breach or violation of, or in default in the performance, observance or fulfillment of, any Governmental Authorization or any Applicable Law, and no Event exists or has occurred, which constitutes, or but for any requirement of giving of notice or passage of time or both would constitute, such a breach, violation or default, under
(i) any Governmental Authorization or any Applicable Law, except for such breaches, violations or defaults as do not and, to the Company's knowledge, will not have otherwise described in the aggregate any Adverse Effect on the Company or the Company and its Subsidiaries taken as a whole or the ability Section 3.10(B) of the Company to perform any of the obligations Disclosure Schedule.
C. Except as set forth in Section 3.10(C) of the Company Disclosure Schedule, the Company, and the conduct and operations of its business, is in compliance with all Applicable Laws which (i) affect or relate to this Agreement or any Collateral Document executed the Transactions or required to be executed pursuant hereto or thereto, or to consummate the Merger and the Transactions, or
(ii) any requirement of any insurance carrier, are applicable to it or its business, operations or propertiesexcept, except as otherwise specifically described in Section 3.7(b) of the Disclosure Letter.
(c) With with respect to mattersclause (ii) only, if any, of a nature referred to in Sections 3.7(a) or 3.7(b) of the Disclosure Letter, all such information and matters set forth in the Disclosure Letter, individually and in the aggregate, if adversely determined against the Company or for any Subsidiary, will not Adversely Affect the Company or the Company and its Subsidiaries taken as a wholeviolation of, or default under, any Applicable Law which reasonably may be expected not to have a Material Adverse effect on the ability of the Company to perform its obligations under this Agreement or any Collateral Documents or required to be executed pursuant hereto or thereto or to consummate the Merger and the TransactionsCompany.
Appears in 1 contract
Samples: Share Purchase Agreement (Mobile Services Group Inc)
Compliance with Governmental Authorizations and Applicable Law. (a) Section 3.7(a) of the Disclosure Letter Schedule contains a description of:
(i) all Legal Actions which are pending or, other than those finally adjudicated or settled on or before December 31, 1997, in which the Company or any of its SubsidiariesCompany Subsidiary is a party, or any of its officers or directors, is, or at any time during the last three calendar years ending on December 31, 1997 has been, engaged, or to which involves, or at any time during such period involved, the business, operations or properties of the Company or any of its Subsidiaries Company Subsidiary are subject or, to the Company's knowledge, which is are threatened or contemplated against, or in any other manner relating Adversely to, the Company or any Company Subsidiary or any of its Subsidiaries or the their respective business, operations or properties, which in the case of such threatened or contemplated Legal Actions, individually or in the officers or directorsaggregate, if determined against the Company or any of them in connection therewithCompany Subsidiary would reasonably be expected to have an Adverse Effect on the Company; and
(ii) to the Company's knowledge, each material Governmental Authorization to which the Company or any Company Subsidiary is subject and which relates to the business, operations, properties, prospects, condition (financial or other), or results of operations of the Company and its Subsidiaries, and, except as set forth in Section 3.7(a)(ii) of the Disclosure Schedule, each Governmental Authorization known to the Company to which the Company or any Company Subsidiary is subject and which relates to the business, operations, properties, prospects, condition (financial or other), or results of operations of the Company and its Subsidiaries taken as a whole, all of which are is in full force and effect.
(b) Each of To the Company's knowledge, the Company and each of its Subsidiaries has have obtained all Governmental Authorizations which are necessary for the ownership or uses use of its their respective properties and the conduct of its their respective business as now conducted or as presently proposed to be conducted by the Company or any Company Subsidiary or which, if not obtained and maintained, could singly or in the aggregate, have any Adverse Effect on the Company or the Company and its Subsidiaries taken as a wholeCompany. No material Governmental Authorization is the subject of any pending or, to the Company's knowledge, threatened attack, revocation or termination. Neither To the Company's knowledge, (i) neither the Company nor any Company Subsidiary nor any officer or director (is in connection with the business, operations and properties of the Company or any Subsidiary) is or at any time since January 1, 1993 has been, or is or has during such time been charged with, or to the knowledge of the Company, is threatened or under investigation with respect to any material breach or violation of, or in default in the performance, observance or fulfillment of, any Governmental Authorization or any Applicable Law, and (ii) no Event exists or has occurred, which constitutes, or but for any requirement of giving of notice or passage of time or both would constitute, such a breach, violation or default, under
(i) under any Governmental Authorization or any Applicable Law, except for such breaches, violations or defaults as do not and, to the Company's knowledge, will not have in the aggregate any Adverse Effect on the Company or the Company and its Subsidiaries taken as a whole or the ability of the Company to perform any of the obligations set forth in this Agreement or any Collateral Document executed or required to be executed pursuant hereto or thereto, or to consummate the Merger and the Transactions, or
(ii) any requirement of any insurance carrier, applicable to its business, operations or properties, except as otherwise specifically described in Section 3.7(b) of the Disclosure LetterCompany.
(c) With respect to The matters, if any, of a nature referred to in Sections Section 3.7(a) or 3.7(b) of the Disclosure Letter, all such information and matters set forth in the Disclosure Letter, individually and in the aggregateSchedule, if adversely determined against the Company or any Company Subsidiary, will not Adversely Affect the Company or Company, except to the Company and its Subsidiaries taken as a wholeextent set forth in the Disclosure Schedule, or the ability of the Company to perform its obligations under this Agreement or any Collateral Documents executed or required to be executed pursuant hereto or thereto or to consummate the Merger and the Transactions.
Appears in 1 contract
Samples: Merger Agreement (Dauten Kent P)
