Compliance with Law; Governmental Consents. (a) To Seller's knowledge, the operations of the Business and the Real Property are in substantial compliance with all material applicable laws and regulations having the force of law, and neither the Company nor Seller has been notified in writing of any non compliance therewith. This is not intended to relieve Buyer of its responsibility for ensuring such compliance by the Company from the Closing Date forward.
(b) Except for filing and approval requirements under the Mergers Act, no consent, authorization, or approval of, or exemption by, or filing with, any court or governmental, public, or self-regulatory body of authority, that is material to the operation of the Business, is required in connection with the execution, delivery and performance by Seller of this Agreement or of any of the instruments or agreements herein referred to, or the taking of any action herein contemplated to be taken by Seller.
(c) All returns, particulars, resolutions and other documents required to be delivered on behalf of the Company to the Register of Companies have been properly made and delivered. The statutory books of account of the Company are up to date and maintained in accordance with all applicable legal requirements on a proper and a consistent basis.
Compliance with Law; Governmental Consents. The business and ------------------------------------------ operations of SI have been and are being conducted in material compliance with all laws, rules, regulations and licensing requirements applicable thereto, including, without limitation, federal, state and local laws and regulations affecting the protection of the environment, the health and safety of employees and equal employment opportunities. The Sellers and SI are unaware of any facts which might form the basis for a claim that any material violation by SI of such laws exists. Except for (i) the filing of a pre-merger notification and termination or expiration of the waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the ------- filing of the Certificate of Merger and (iii) the filing of the Articles of Merger and Plan of Merger, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of SI or the Sellers is required in connection with the execution, delivery and performance by the Sellers and SI of this Agreement, the consummation of the transactions contemplated hereby or BC's operation of the business of SI following the Closing Date in a manner that is consistent with SI's past practices.
Compliance with Law; Governmental Consents. The business and ------------------------------------------ operations of BC and Merger Sub have been and are being conducted in material compliance with all laws, rules, regulations and licensing requirements applicable thereto, including, without limitation, federal, state and local laws and regulations affecting the protection of the environment, the health and safety of employees and equal employment opportunities. Neither BC nor Merger Sub is aware of any facts which might form the basis for a claim that any material violation by BC or Merger Sub of such laws exists. Except for (i) the filing of a pre-merger notification and termination or expiration of the waiting period under the HSR Act, (ii) the filing of the Certificate of Merger and (iii) the filing of the Articles of Merger and Plan of Merger, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of BC or the Merger Sub is required in connection with the execution, delivery and performance by BC and the Merger Sub of this Agreement or the consummation of the transactions contemplated hereby.
Compliance with Law; Governmental Consents. (a) Except for matters pertaining to employee benefits (which are provided for in Section 3.8) and environmental matters (which are provided for in Section 3.14), each of the Acquired Companies is being and, since January 1, 2011, has been conducted in accordance with all applicable Laws, regulations and other requirements of all U.S. and foreign national governmental authorities, and of all states, municipalities and other political subdivisions and agencies thereof, in each case, in all material respects. Since January 1, 2011, none of the Acquired Companies has received a notice or other communication alleging or relating to a possible material violation of any applicable Law.
(b) All approvals, filings, permits, licenses, operating certificates, franchises, variances, exemptions, orders, authorizations and consents of Governmental Bodies (collectively, “Permits”) required to conduct, and material to, the business of the Acquired Companies are in the possession of the Acquired Companies, are in full force and effect and each Acquired Company is and, since January 1, 2011, has been in compliance with the terms of such Permits and with any requirements, standards or procedures of the Governmental Bodies that issued such Permits, in each case, in all material respects. Schedule 3.9(b) lists all Permits held by the Acquired Companies as of the date hereof. Since January 1, 2011, none of the Acquired Companies has received any notice from any Governmental Body in respect of any revocation, non-renewal, adverse modification or cancellation of any such Permit, nor would any such revocation, non-renewal, adverse modification or cancellation result from the consummation of the transactions contemplated hereby. None of the Acquired Companies has received any claim or notice of any limitation or proposed limitation on any such Permit.
(c) Except for (x) the HSR Act and (y) as set forth on Schedule 3.9(c), (i) no Acquired Company is required to submit any material notice, report or other filing with any Governmental Body in connection with the execution, delivery or performance by the Company of this Agreement or the consummation of the transactions contemplated hereby and (b) no material consent, approval or authorization of any Governmental Body is required to be obtained by any Acquired Company in connection with the Company’s execution, delivery or performance of this Agreement or the consummation by the Company of any transaction contemplated hereby.
(d) Each ...
Compliance with Law; Governmental Consents. The Business has been and is being conducted by SiTech in compliance with all laws, rules, regulations and licensing requirements applicable thereto, except where failure to be so in compliance would not have a Material Adverse Effect (as defined in Section 5.6 below). SiTech is not aware of any facts which might form the basis for a claim that any material violation of such laws exists. There are no unresolved notices of deficiency or charges of violation brought or, to the best knowledge of SiTech, threatened against SiTech, under any federal, state or local laws or regulations. Except for any filing requirements under the HSR Act (as defined in Section 4.3 below) and except as set forth on the Disclosure Schedule attached hereto, no consent, approval, order or authorization of, or registration. qualification, designation,. declaration or filing with, any federal, state or local governmental authority on the part of SiTech is required in connection with the execution, delivery and performance by SiTech of this Agreement, the consummation of the transactions contemplated hereby, or Mentor's operation of the Business following the Closing Date.
Compliance with Law; Governmental Consents. (a) Except as set forth in Disclosure Schedule 5.10 or as otherwise set forth herein, to Seller's knowledge, the operations of the Business as conducted by Seller are in compliance with all applicable laws, regulations and codes of the Federal, state or municipal governments, or other governmental or regulatory bodies having jurisdiction over the Business except in those instances in which failure to comply would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and Seller has not been notified in writing of, nor to Seller's knowledge is there, any noncompliance therewith.
(b) Except for filing and approval requirements under the HSR Act or any other antitrust pre-merger or pre-acquisition requirements, no consent, authorization, or approval of, or exemption by, or filing with, any court or governmental, public, or self-regulatory body or authority, is required in connection with the execution, delivery and performance by Seller of this Agreement or of any of the instruments or agreements herein referred to, or the taking of any action herein contemplated to be taken by Seller, except where the failure to obtain or make any such consent, authorization, approval, exemption or filing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Compliance with Law; Governmental Consents. Except as set forth in Buyer Disclosure Schedule 6.11 or as otherwise set forth herein, to Buyer's knowledge, the exploration and all other operations of the Sugar Creek Project as conducted by Buyer are in compliance with all applicable laws, regulations and codes of the Federal, state or municipal governments, or other governmental or regulatory bodies having jurisdiction over the Sugar Creek Project, its facilities or its operations, except in those instances in which failure to comply would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and the Buyer has not been notified in writing of, nor to Buyer's knowledge is there, any noncompliance therewith.
Compliance with Law; Governmental Consents. The business and operations of Evertek have been and are being conducted in compliance with all laws, rules, regulations and licensing requirements applicable thereto, except where failure to be so in compliance would not have a Material Adverse Effect on Evertek. Evertek is unaware of any facts which might form the basis for a claim that any material violation of such laws exists. No consent, approval, order
Compliance with Law; Governmental Consents. The business and operations of Compgeeks have been and are being conducted in compliance with all laws, rules, regulations and licensing requirements applicable thereto, except where failure to be so in compliance would not have a Material Adverse Effect on Compgeeks. Compgeeks is unaware of any facts which might form the basis for a claim that any material violation of such laws exists. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of Compgeeks or the Compgeeks Shareholders is required in connection with the execution, delivery and performance by Compgeeks or the Compgeeks Shareholders of this Agreement, the consummation of the
Compliance with Law; Governmental Consents. The business and operations of Evertek HK have been and are being conducted in compliance with all laws, rules, regulations and licensing requirements applicable thereto, except where failure to be so in compliance would not have a Material Adverse Effect on Evertek HK. Evertek HK is unaware of any facts which might form the basis for a claim that any material violation of such laws exists. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of Evertek HK or the Evertek HK Shareholder is required in connection with the execution, delivery and performance by Evertek HK or the Evertek HK Shareholder of this Agreement, the consummation of the transactions contemplated hereby or Parent' operation of Evertek HK's business following the Closing Date.
