Compliance with Law; Authorizations. The Company has substantially complied with each, and is not in violation of any, law, ordinance, or governmental or regulatory rule or regulation, whether federal, state, local or foreign ("REGULATIONS"), to which the Company' business, operations, assets or properties is subject. Except as set forth in SCHEDULE 5.22, the Company owns, holds, possesses or lawfully uses in the operation of its business all material franchises, licenses, permits, easements, rights, applications, filings, registrations and other authorizations ("AUTHORIZATIONS") which are in any manner necessary for it to conduct its business as now or previously conducted or for the ownership and use of the assets owned or used by the Company in the conduct of the business of the Company, free and clear of all liens, charges, restrictions and encumbrances and in compliance with all Regulations. All such Authorizations are listed and described in SCHEDULE 5.22. Except as set forth in SCHEDULE 5.22, the Company is not in default, nor has the Company received any notice of any claim of default, with respect to any such Authorization. All such Authorizations are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. None of such Authorizations will be adversely affected by consummation of the transactions contemplated hereby. No shareholder, director, officer, employee or former employee of the Company or any affiliates of the Company, or any other person, firm or corporation, owns or has any proprietary, financial or other interest (direct or indirect) in any Authorization which the Company owns, possesses or uses in the operation of the business of the Company as now or previously conducted.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Fastnet Corp)
Compliance with Law; Authorizations. The Company has substantially complied with each, and is not in violation of any, law, ordinance, or governmental or regulatory rule or regulation, whether federal, state, local or foreign ("REGULATIONS")foreign, to which the Company' 's business, operations, assets or properties is subject. Except subject ("Regulations"), except as set forth in SCHEDULE 5.22, the Schedule 6.23. The Company owns, holds, possesses or lawfully uses in the operation of its business all material franchises, licenses, permitsPermits, easements, rights, applications, filings, registrations and other authorizations ("AUTHORIZATIONSAuthorizations") which are in any manner necessary for it to conduct its business as now or previously conducted or for the ownership and use of the assets owned or used by the Company in the conduct of the business of the Company, free and clear of all liens, charges, restrictions and encumbrances and in compliance with all Regulations, except as set forth in Schedule 6.23. All such Authorizations are listed and described in SCHEDULE 5.22Schedule 6.23. Except as set forth in SCHEDULE 5.22, the The Company is not in default, nor has the Company received any notice of any claim of default, with respect to any such Authorization. All such Authorizations are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. None of such Authorizations will be adversely affected by consummation of the transactions contemplated hereby, except as set forth in Schedule 6.23. No shareholder, Stockholder and no director, officer, employee or former employee of the Company or any affiliates of the Company, or any other person, firm or corporation, owns or has any proprietary, financial or other interest (direct or indirect) in any Authorization which the Company owns, possesses or uses in the operation of the business of the Company as now or previously conducted.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Unicapital Corp)
Compliance with Law; Authorizations. The Company has substantially complied with each, and is not in violation of any, law, ordinance, or governmental or regulatory rule or regulation, whether federal, state, local or foreign ("REGULATIONSRegulations"), to which the Company' 's business, operations, assets or properties is subject. Except as set forth in SCHEDULE 5.22, the The Company owns, holds, possesses or lawfully uses in the operation of its business all material franchises, licenses, permits, easements, rights, applications, filings, registrations and other authorizations ("AUTHORIZATIONSAuthorizations") which are in any manner necessary for it them to conduct its their respective business as now or previously conducted or for the ownership and use of the assets owned or used by the Company such company in the conduct of the business of the Companysuch company, free and clear of all liens, charges, restrictions and encumbrances and in compliance with all Regulations. All such Authorizations are listed and described in SCHEDULE 5.22Schedule 6.23. Except as set forth in SCHEDULE 5.22, the The Company is not in default, nor has the Company received any notice of any claim of default, with respect to any such Authorization. All such Authorizations are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. None of such Authorizations will be adversely affected by consummation of the transactions contemplated hereby. No shareholder, Stockholder and no director, officer, employee or former employee of the Company Company, or any affiliates of the Companyany such company, or any other person, firm or corporation, owns or has any proprietary, financial or other interest (direct or indirect) in any Authorization which the Company such company owns, possesses or uses in the operation of the business of the Company such company as now or previously conducted.
Appears in 1 contract
Samples: Agreement and Plan of Contribution (Unicapital Corp)
Compliance with Law; Authorizations. The Company has substantially complied with each, and is not in violation of any, law, ordinance, or governmental or regulatory rule or regulation, whether federal, state, local or foreign ("REGULATIONS")foreign, to which the Company' 's business, operations, assets or properties is subjectsubject ("Regulations"). Except as set forth in SCHEDULE 5.22, the The Company owns, holds, possesses or lawfully uses in the operation of its business all material franchises, licenses, permitsPermits, easements, rights, applications, filings, registrations and other authorizations ("AUTHORIZATIONSAuthorizations") which are in any manner necessary for it to conduct its business as now or previously conducted or for the ownership and use of the assets owned or used by the Company in the conduct of the business of the Company, free and clear of all liens, charges, restrictions and encumbrances and in compliance with all Regulations. All such Authorizations are listed and described in SCHEDULE 5.22Schedule 6.23. Except as set forth in SCHEDULE 5.22, the The Company is not in default, nor has the Company received any notice of any claim of default, with respect to any such Authorization. All such Authorizations are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. None Except as set forth on Schedule 6.23, none of such Authorizations will be adversely affected by consummation of the transactions contemplated hereby. No shareholder, Stockholder and no director, officer, employee or former employee of the Company or any affiliates of the Company, or any other person, firm or corporation, owns or has any proprietary, financial or other interest (direct or indirect) in any Authorization which the Company owns, possesses or uses in the operation of the business of the Company as now or previously conducted.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Unicapital Corp)
Compliance with Law; Authorizations. The Company has substantially complied with each, and is not in violation of any, law, ordinance, or governmental or regulatory rule or regulation, whether federal, state, local or foreign ("REGULATIONSRegulations"), to which the Company' 's business, operations, assets or properties is subject. Except as set forth in SCHEDULE 5.22, the Th Company owns, holds, possesses or lawfully uses in the operation of its business all material franchises, licenses, permits, easements, rights, applications, filings, registrations and other authorizations ("AUTHORIZATIONSAuthorizations") which are in any manner necessary for it to conduct its business as now or previously conducted or for the ownership and use of the assets owned or used by the Company in the conduct of the business of the Company, free and clear of all liens, charges, restrictions and encumbrances and in compliance with all Regulations. All such Authorizations are listed and described in SCHEDULE 5.22Schedule 6.23. Except as set forth in SCHEDULE 5.22, the The Company is not in default, nor has the Company received any notice of any claim of default, with respect to any such Authorization. All such Authorizations are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. None of such Authorizations will be adversely affected by consummation of the transactions contemplated hereby. No shareholder, Stockholder and no director, officer, employee or former employee of the Company or any affiliates of the Company, or any other person, firm or corporation, owns or has any proprietary, financial or other interest (direct or indirect) in any Authorization which the Company owns, possesses or uses in the operation of the business of the Company as now or previously conducted.
Appears in 1 contract
Samples: Agreement and Plan of Contribution (Unicapital Corp)
Compliance with Law; Authorizations. The Each of the Company and the Subsidiaries has substantially complied with each, and is not in violation of any, law, ordinance, or governmental or regulatory rule or regulation, whether federal, state, local or foreign ("REGULATIONS"), Law to which the Company's and its Subsidiaries' respective business, operations, assets or properties is subject. Except as set forth in SCHEDULE 5.22, Each of the Company and its Subsidiaries owns, holds, possesses or lawfully uses in the operation of its business respective businesses all material franchises, licenses, permits, easements, rights, applications, filings, registrations and other authorizations ("AUTHORIZATIONSAuthorizations") which are in any manner necessary for it to conduct its business respective businesses as now or previously conducted or for the ownership and use of the assets owned or used by the Company it in the conduct of the business of the Companyits respective businesses, free and clear of all liens, charges, restrictions and encumbrances and in compliance with all RegulationsLaws. All such Authorizations are listed and described in SCHEDULE 5.22on Schedule 4.20. Except as set forth in SCHEDULE 5.22, Neither the Company nor any Subsidiary is not in default, nor has the Company nor any Subsidiary received any notice of any claim of default, with respect to any such Authorization. All such Authorizations are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. None of such Authorizations will be adversely affected by consummation of the transactions contemplated hereby. No shareholder, Stockholder and no director, officer, employee or former employee of the Company Company, any Subsidiary or any affiliates of the CompanyCompany or any Subsidiary, or any other person, firm or corporation, owns or has any proprietary, financial or other interest (direct or indirect) in any Authorization which the Company or any Subsidiary owns, possesses or uses in the operation of the its respective business of the Company as now or previously conducted.
Appears in 1 contract
Samples: Merger Agreement (Verticalnet Inc)
Compliance with Law; Authorizations. The Company has substantially complied with each, and is not in violation of any, law, ordinance, or governmental or regulatory rule or regulation, whether federal, state, local or foreign ("REGULATIONS")foreign, to which the Company' 's business, operations, assets or properties is subjectsubject ("Regulations"). Except as set forth in SCHEDULE 5.22, the The Company owns, holds, possesses or lawfully uses in the operation of its business all material franchises, licenses, permitsPermits, easements, rights, applications, filings, registrations and other authorizations ("AUTHORIZATIONSAuthorizations") which are in any manner necessary for it to conduct its business as now or previously conducted or for the ownership and use of the assets owned or used by the Company in the conduct of the business of the Company, free and clear of all liens, charges, restrictions and encumbrances and in compliance with all Regulations. All such Authorizations are listed and described in SCHEDULE 5.22Schedule 6.23. Except as set forth in SCHEDULE 5.22, the The Company is not in default, nor has the Company received any notice of any claim of default, with respect to any such Authorization. All such Authorizations are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. None Except as set forth on Schedule 6.23 hereto, none of such Authorizations will be adversely affected by consummation of the transactions contemplated hereby. No shareholder, Stockholder and no director, officer, employee or former employee of the Company or any affiliates of the Company, or any other person, firm or corporation, owns or has any proprietary, financial or other interest (direct or indirect) in any Authorization which the Company owns, possesses or uses in the operation of the business of the Company as now or previously conducted.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Unicapital Corp)
Compliance with Law; Authorizations. The Company has substantially complied with each, and is not in violation of any, law, ordinance, or governmental or regulatory rule or regulation, whether federal, state, local or foreign ("REGULATIONSRegulations"), to which the Company' business, operations, assets or properties is are subject. Except as set forth in SCHEDULE 5.22, the The Company owns, holds, possesses or lawfully uses in the operation of its business all material franchises, licenses, permits, easements, rights, applications, filings, registrations and other authorizations ("AUTHORIZATIONSAuthorizations") which are in any manner necessary for it to conduct its business as now or previously conducted or for the ownership and use of the assets owned or used by the Company in the conduct of the business of the Company, free and clear of all liens, charges, restrictions and encumbrances and in compliance with all Regulations. All such Authorizations are listed and described in SCHEDULE 5.22Schedule 3.22. Except as set forth in SCHEDULE 5.22, the The Company is not in default, nor has the Company received any notice of any claim of default, with respect to any such Authorization. All such Authorizations are renewable by their terms or in the ordinary course of business without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. None of such Authorizations will be adversely affected by consummation of the transactions contemplated hereby. No shareholder, The Indemnity Unitholder does not and no director, officer, employee or former employee of the Company or any affiliates of the Company, or any other person, firm or corporation, owns or has any proprietary, financial or other interest (direct or indirect) in any Authorization which the Company owns, possesses or uses in the operation of the business of the Company as now or previously conducted.
Appears in 1 contract