Compliance with Laws and Court Orders. (a) The Company is in compliance with, and to the knowledge of the Company is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any Applicable Law, except for failures to comply or violations that have not resulted in, and would not reasonably be expected to result in, a material liability of the Company or materially impede the business of the Company. There is no judgment, decree, injunction, rule or order of any arbitrator or Governmental Authority outstanding against the Company that has resulted in, or would reasonably be expected to result in, a material liability of the Company or that would materially impede the business of the Company or that in any manner seeks to prevent, enjoin, alter or materially delay the Investment or any of the other transactions contemplated hereby. Neither the Company nor its Subsidiary has any knowledge as of the date hereof of any investigations, charges or proceedings that has resulted in, or would reasonably be expected to result in, a material liability of the Company or that would materially impede the business of the Company or that in any manner seeks to prevent, enjoin, alter or materially delay the Investment or any of the other transactions contemplated hereby. (b) Section 5.12(b) of the Company Disclosure Schedule contains a complete and accurate list of each Governmental Authorization that is held by the Company or any Subsidiary or that otherwise relates to the business of, or to any of the assets owned or used by, any the Company or any Subsidiary. Each Governmental Authorization listed or required to be listed in Section 5.12(b) of the Company Disclosure Schedule is valid and in full force and effect. Except as set forth in Section 5.12(b) of the Company Disclosure Schedule: (i) the Company or the relevant Subsidiary is, and at all times has been, in compliance in all material respects with the terms and requirements of each Governmental Authorization identified or required to be identified in Section 5.12(b) of the Company Disclosure Schedule; (ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Section 5.12(b) of the Company Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Section 5.12(b) of the Company Disclosure Schedule; (iii) neither the Company nor any Subsidiary has received, at any time since December 31, 2006, any notice or other communication (whether oral or written) from any Governmental Authority or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Section 5.12(b) of the Company Disclosure Schedule have been duly filed on a timely basis with the appropriate governmental bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Authorities. The Governmental Authorizations listed in Section 5.12(b) of the Company Disclosure Schedule collectively constitute all of the Governmental Authorizations necessary to permit the Company and its Subsidiary to lawfully conduct and operate their businesses in the manner they currently conduct and operate such businesses and to permit the Company and its Subsidiaries to own and use their assets in the manner in which they currently own and use such assets, except for such Governmental Authorizations that the failure to list on Section 5.12(b) of the Company Disclosure Schedule would not, individually or in the aggregate, be material to the Company.
Appears in 2 contracts
Samples: Stock Purchase Agreement (GSC Investment Corp.), Stock Purchase Agreement (GSC Investment Corp.)
Compliance with Laws and Court Orders. (a) The business and operations of the Company and the Company Insurance Subsidiaries have been conducted in compliance with all applicable Insurance Laws, except where the failure to so conduct such business and operations would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Notwithstanding the generality of the foregoing, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, each Company Insurance Subsidiary and, to the knowledge of the Company, its agents, have marketed, sold and issued insurance products in compliance, in all material respects, with Insurance Laws applicable to the business of such Company Insurance Subsidiary and in the respective jurisdictions in which such products have been sold. In addition, (x) there is no pending or, to the knowledge of the Company, threatened charge by any Governmental Authorities that any of the Company Insurance Subsidiaries has violated, nor any pending or, to the knowledge of the Company, threatened investigation by any Governmental Authorities with respect to possible violations of, any applicable Insurance Laws where such violations would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect; and (y) the Company Insurance Subsidiaries have filed all reports required to be filed with any insurance regulatory authority on or before the date hereof as to which the failure to file such reports would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as required by Insurance Laws of general applicability and the insurance licenses maintained by the Company Insurance Subsidiaries, or disclosed on Section 5.14(a) of the Company Disclosure Schedule there are no written agreements, memoranda of understanding, commitment letters or similar undertakings binding on the Company Insurance Subsidiaries to which the Company or any of its Subsidiaries is a party, on one hand, and any Governmental Authority is a party or addressee, on the other hand, or orders or directives by, or supervisory letters from, any Governmental Authority specifically with respect to the Company or any of its Subsidiaries, which (A) limit the ability of the Company or any of its Insurance Subsidiaries to issue insurance policies, (B) require any investments of the Company or any of its Insurance Subsidiaries to be treated as nonadmitted assets, (C) require any divestiture of any investments of the Company or any of its Insurance Subsidiaries, (D) in any manner impose any requirements on the Company or any of its Insurance Subsidiaries in respect of Risk Based Capital requirements that add to or otherwise modify the Risk Based Capital requirements imposed under applicable laws or (E) in any manner relate to the ability of the Company or any of its Insurance Subsidiaries to pay dividends or otherwise restrict the conduct of business of the Company or any of its Insurance Subsidiaries in any material respect.
(b) None of the Company, its Subsidiaries or, to the Company’s knowledge, any person “associated” (as defined under the Advisers Act) with the Company or any of the Company’s Subsidiaries, has during the five years prior to the date hereof been convicted of any crime or been subject to any disqualification that would be a basis for denial, suspension or revocation of registration of an investment adviser under Section 203(e) of the Advisers Act or Rule 206(4)-4(b) thereunder or of a broker-dealer under Section 15 of the 1934 Act, or for disqualification as an investment adviser for any registered Investment Company pursuant to Section 9(a) of the 1940 Act.
(c) In addition to Insurance Laws, the Company and each of its Subsidiaries is and has been in compliance with, and to the knowledge of the Company is not under investigation with respect to to, and has not been threatened to be charged with or given notice of any violation of, any Applicable Lawapplicable Laws, except for failures to comply or violations that have not resulted in, had and would not reasonably be expected to result in, a material liability of the Company or materially impede the business of the Company. There is no judgment, decree, injunction, rule or order of any arbitrator or Governmental Authority outstanding against the Company that has resulted in, or would reasonably be expected to result in, a material liability of the Company or that would materially impede the business of the Company or that in any manner seeks to prevent, enjoin, alter or materially delay the Investment or any of the other transactions contemplated hereby. Neither the Company nor its Subsidiary has any knowledge as of the date hereof of any investigations, charges or proceedings that has resulted in, or would reasonably be expected to result in, a material liability of the Company or that would materially impede the business of the Company or that in any manner seeks to prevent, enjoin, alter or materially delay the Investment or any of the other transactions contemplated hereby.
(b) Section 5.12(b) of the Company Disclosure Schedule contains a complete and accurate list of each Governmental Authorization that is held by the Company or any Subsidiary or that otherwise relates to the business of, or to any of the assets owned or used by, any the Company or any Subsidiary. Each Governmental Authorization listed or required to be listed in Section 5.12(b) of the Company Disclosure Schedule is valid and in full force and effect. Except as set forth in Section 5.12(b) of the Company Disclosure Schedule:
(i) the Company or the relevant Subsidiary is, and at all times has been, in compliance in all material respects with the terms and requirements of each Governmental Authorization identified or required to be identified in Section 5.12(b) of the Company Disclosure Schedule;
(ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Section 5.12(b) of the Company Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Section 5.12(b) of the Company Disclosure Schedule;
(iii) neither the Company nor any Subsidiary has received, at any time since December 31, 2006, any notice or other communication (whether oral or written) from any Governmental Authority or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and
(iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Section 5.12(b) of the Company Disclosure Schedule have been duly filed on a timely basis with the appropriate governmental bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Authorities. The Governmental Authorizations listed in Section 5.12(b) of the Company Disclosure Schedule collectively constitute all of the Governmental Authorizations necessary to permit the Company and its Subsidiary to lawfully conduct and operate their businesses in the manner they currently conduct and operate such businesses and to permit the Company and its Subsidiaries to own and use their assets in the manner in which they currently own and use such assets, except for such Governmental Authorizations that the failure to list on Section 5.12(b) of the Company Disclosure Schedule would nothave, individually or in the aggregate, be material to the Companya Company Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (St Paul Companies Inc /Mn/), Merger Agreement (St Paul Companies Inc /Mn/)
Compliance with Laws and Court Orders. (a) The Company Neither BHGE nor BHKF is in compliance with, and violation of any Applicable Law relating to the knowledge BHGE Contributed Assets or the conduct of the Company is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any Applicable LawBHGE Contributed Business, except for failures to comply or violations that have are not resulted in, and would not reasonably be expected to result inbe, individually or in the aggregate, material to the BHGE Contributed Business taken as a whole. Neither BHGE nor BHKF has received any written notice from any Governmental Authority of a material liability of the Company or materially impede the business of the Company. There is no judgment, decree, injunction, rule or order violation of any arbitrator or Governmental Authority outstanding against Applicable Law with respect to the Company BHGE Contributed Business at any time during the past two years that has resulted in, or would reasonably be expected to result inbe, individually or in the aggregate, material to the BHGE Contributed Business taken as a material liability of the Company or that would materially impede the business of the Company or that in any manner seeks to prevent, enjoin, alter or materially delay the Investment or any of the other transactions contemplated hereby. Neither the Company nor its Subsidiary has any knowledge as of the date hereof of any investigations, charges or proceedings that has resulted in, or would reasonably be expected to result in, a material liability of the Company or that would materially impede the business of the Company or that in any manner seeks to prevent, enjoin, alter or materially delay the Investment or any of the other transactions contemplated herebywhole.
(b) Section 5.12(b) No BHGE Party nor any of their Affiliates, or any director, officer, employee or, to the knowledge of BHGE, agent or other Person acting on behalf or at the direction of, any such Person, has, directly or indirectly, given or agreed to give any gift or similar benefit, taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the Company Disclosure Schedule contains payment or giving of any money, property, gift or anything else of value to any “government official” (including any officer or employee of a complete and accurate list government or government-owned or controlled entity of each Governmental Authorization that is held by the Company a public international organization, or any Subsidiary person acting in an official capacity for or that otherwise relates on behalf of any of the foregoing, or any political party or party official or candidate for political office) in order to the business ofinfluence official action, or to any customer, or supplier who is or may be in a position to help or hinder the BHGE Contributed Business (or assist any BHGE Party or BHKF in connection with any actual or proposed transaction relating to the BHGE Contributed Business) in violation of any applicable Anti-Corruption Law. BHGE and its Affiliates have conducted the assets owned or used by, any the Company or any SubsidiaryBHGE Contributed Business in compliance with all applicable Anti-Corruption Laws and have instituted and maintain policies and procedures designed to promote and achieve compliance with all such Applicable Laws. Each Governmental Authorization listed or required to be listed in Section 5.12(b) of the Company Disclosure Schedule is valid and in full force and effect. Except as set forth in Section 5.12(b) of the Company Disclosure Schedule:
(i) the Company or the relevant Subsidiary isThe BHGE Contributed Business has been, and at all times has beenis now, in compliance in all material respects with the terms all applicable export control Applicable Laws and requirements of each Governmental Authorization identified or required to be identified in Section 5.12(b) of the Company Disclosure Schedule;
(ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Section 5.12(b) of the Company Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Section 5.12(b) of the Company Disclosure Schedule;
(iii) neither the Company nor any Subsidiary has received, at any time since December 31, 2006, any notice or other communication (whether oral or written) from any Governmental Authority or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and
(iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Section 5.12(b) of the Company Disclosure Schedule have been duly filed on a timely basis with the appropriate governmental bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Authorities. The Governmental Authorizations listed in Section 5.12(b) of the Company Disclosure Schedule collectively constitute all of the Governmental Authorizations necessary to permit the Company and its Subsidiary to lawfully conduct and operate their businesses in the manner they currently conduct and operate such businesses and to permit the Company and its Subsidiaries to own and use their assets in the manner in which they currently own and use such assets, except for such Governmental Authorizations that the failure to list on Section 5.12(b) of the Company Disclosure Schedule would not, individually or in the aggregate, be material to the Companyeconomic sanctions Applicable Laws.
Appears in 1 contract
Compliance with Laws and Court Orders. (a) The Company is and its Subsidiaries are in compliance with, and and, to the knowledge Knowledge of the Company is Company, are not under investigation with respect to and has have not been threatened to be charged with or given notice of any violation of, any Applicable Lawapplicable Law or Order, except for failures to comply comply, investigations or violations that have not resulted in, and would not reasonably be expected to result in, a material liability of the Company or materially impede the business of the Company. There is no judgment, decree, injunction, rule or order of any arbitrator or Governmental Authority outstanding against the Company that has resulted in, or would reasonably be expected to result in, a material liability of the Company or that would materially impede the business of the Company or that in any manner seeks to prevent, enjoin, alter or materially delay the Investment or any of the other transactions contemplated hereby. Neither the Company nor its Subsidiary has any knowledge as of the date hereof of any investigations, charges or proceedings that has resulted in, or would reasonably be expected to result in, a material liability of the Company or that would materially impede the business of the Company or that in any manner seeks to prevent, enjoin, alter or materially delay the Investment or any of the other transactions contemplated hereby.
(b) Section 5.12(b) of the Company Disclosure Schedule contains a complete and accurate list of each Governmental Authorization that is held by the Company or any Subsidiary or that otherwise relates to the business of, or to any of the assets owned or used by, any the Company or any Subsidiary. Each Governmental Authorization listed or required to be listed in Section 5.12(b) of the Company Disclosure Schedule is valid and in full force and effect. Except as set forth in Section 5.12(b) of the Company Disclosure Schedule:
(i) the Company or the relevant Subsidiary is, and at all times has been, in compliance in all material respects with the terms and requirements of each Governmental Authorization identified or required to be identified in Section 5.12(b) of the Company Disclosure Schedule;
(ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Section 5.12(b) of the Company Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Section 5.12(b) of the Company Disclosure Schedule;
(iii) neither the Company nor any Subsidiary has received, at any time since December 31, 2006, any notice or other communication (whether oral or written) from any Governmental Authority or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and
(iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Section 5.12(b) of the Company Disclosure Schedule have been duly filed on a timely basis with the appropriate governmental bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Authorities. The Governmental Authorizations listed in Section 5.12(b) of the Company Disclosure Schedule collectively constitute all of the Governmental Authorizations necessary to permit the Company and its Subsidiary to lawfully conduct and operate their businesses in the manner they currently conduct and operate such businesses and to permit the Company and its Subsidiaries to own and use their assets in the manner in which they currently own and use such assets, except for such Governmental Authorizations that the failure to list on Section 5.12(b) of the Company Disclosure Schedule would nothave, individually or in the aggregate, be material a Material Adverse Effect. During the three year period prior to the date of this Agreement, neither the Company nor any of its Subsidiaries has been in violation of any Law or Order applicable to the Company or any of its Subsidiaries or by which any of their respective properties are bound, or have been notified in writing by any Governmental Entity of any violation or investigation with respect to any such Laws or Orders, except for violations or investigations that would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and its Subsidiaries hold all governmental licenses, authorizations, permits, consents, approvals, variances, exemptions and orders necessary for the operation of the businesses of the Company and its Subsidiaries, taken as a whole (the “Company Permits”), except where the failure to so hold would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company and each of its Subsidiaries are in compliance with the terms of the Company Permits, except where the failure to be in compliance would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. No suspension or cancellation of any Company Permits is pending, or, to the Knowledge of the Company, threatened, except for such suspensions or cancellations that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 1 contract
Compliance with Laws and Court Orders. (a) The Company and each of its Subsidiaries is and since January 1, 2011 has been in compliance with, and to the knowledge of the Company is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any Applicable Law, except for failures to comply or violations that have not resulted in, had and would not reasonably be expected to result inhave, individually or in the aggregate, a material liability of the Company or materially impede the business of the CompanyMaterial Adverse Effect. There is no judgment, decree, injunction, rule or order of any arbitrator or Governmental Authority outstanding against the Company or any of its Subsidiaries that has resulted in, had or would reasonably be expected to result inhave, individually or in the aggregate, a material liability of the Company or that would materially impede the business of the Company Material Adverse Effect or that in any manner seeks to prevent, enjoin, alter or materially delay the Investment or any of the other transactions contemplated hereby. Neither the Company nor its Subsidiary has any knowledge as of the date hereof of any investigations, charges or proceedings that has resulted in, or would reasonably be expected to result in, a material liability of the Company or that would materially impede the business of the Company or that in any manner seeks to prevent, enjoin, alter or materially delay the Investment Merger or any of the other transactions contemplated hereby.
(b) Section 5.12(b) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries hold all governmental licenses, franchises, authorizations, permits, consents, approvals, variances, exemptions and orders necessary for the operation of the businesses of the Company Disclosure Schedule contains and its Subsidiaries (the "Company Permits"). Except as would not reasonably be expected to have, individually or in the aggregate, a complete and accurate list of each Governmental Authorization that is held by Company Material Adverse Effect, the Company or any Subsidiary or that otherwise relates to and its Subsidiaries are in compliance with the business of, or to any of the assets owned or used by, any the Company or any Subsidiary. Each Governmental Authorization listed or required to be listed in Section 5.12(b) terms of the Company Disclosure Schedule is valid and in full force and effect. Except as set forth in Section 5.12(b) of the Company Disclosure Schedule:
(i) the Company or the relevant Subsidiary isPermits, and at all times has beensince January 1, in compliance in all material respects with the terms and requirements of each Governmental Authorization identified or required to be identified in Section 5.12(b) of the Company Disclosure Schedule;
(ii) no event 2011, there has occurred or circumstance exists that may no violation of, default (with or without notice or lapse of timetime or both) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Section 5.12(b) of the Company Disclosure Scheduleunder, or event giving to others any right of termination or cancellation of, with or without notice or lapse of time or both, any Company Permit. Since January 1, 2011, no event has occurred that (Bi) result directly or indirectly in the gives to any Person any right of revocation, withdrawal, suspension, cancellation, non-renewal or termination of, adverse modification (with or any modification to, any Governmental Authorization listed without notice or required to be listed in Section 5.12(blapse of time or both) of the any Company Disclosure Schedule;
(iii) neither the Company nor any Subsidiary has received, at any time since December 31, 2006, any notice or other communication (whether oral or written) from any Governmental Authority or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, Permit or (Bii) any actualto the knowledge of the Company, proposed, possible, or potential revocation, withdrawal, suspensionwould otherwise reasonably be expected to result in the termination, cancellation, termination ofrevocation, adverse modification or modification to any Governmental Authorization; and
(iv) all applications required to have been filed for the non-renewal of the Governmental Authorizations listed or required to be listed in Section 5.12(b) of the any Company Disclosure Schedule have been duly filed on a timely basis with the appropriate governmental bodiesPermit, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Authorities. The Governmental Authorizations listed in Section 5.12(b) of the Company Disclosure Schedule collectively constitute all of the Governmental Authorizations necessary to permit the Company and its Subsidiary to lawfully conduct and operate their businesses which in the manner they currently conduct case of clause (i) and operate such businesses and (ii), would reasonably be expected to permit the Company and its Subsidiaries to own and use their assets in the manner in which they currently own and use such assets, except for such Governmental Authorizations that the failure to list on Section 5.12(b) of the Company Disclosure Schedule would nothave, individually or in the aggregate, a Company Material Adverse Effect. Except as would not reasonably be material expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Merger, in and of itself, will not cause the revocation, cancellation, non-renewal, adverse modification or termination of any such Company Permit.
(c) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, since January 1, 2010, none of the Company, any of its Subsidiaries or any of their respective directors, officers or employees, or, to the Company's knowledge, any agent or representative of the Company or any of its Subsidiaries, has, in the course of his, her or its actions for, or on behalf of, any of them (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee; (iii) violated any provision of any of the U.S. Foreign Corrupt Practices Act of 1977 or any similar Applicable Law of any other jurisdiction (collectively, the "Anti-Corruption Laws"); or (iv) directly or indirectly made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, since January 1, 2011, neither the Company nor any of its Subsidiaries has received any written communication that alleges that the Company or any of its Subsidiaries, or any of their respective Representatives, is, or may be, in violation of, or has, or may have, any liability under, any Anti-Corruption Law. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have instituted and maintain and will continue to maintain policies and procedures designed to promote and achieve compliance with such laws and the matters referred to in this Section 4.12(c).
(d) Broker-Dealer is, and since January 1, 2010 has been, duly registered as a broker-dealer with the SEC, admitted to membership in FINRA, and duly registered, licensed or qualified as a broker-dealer in each jurisdiction where the conduct of Broker-Dealer's business requires such registration, licensing or qualification. Broker-Dealer is, and since January 1, 2010 has been, in compliance with the applicable provisions of the 1934 Act and the SEC rules thereunder, applicable rules and regulations of FINRA, and the state securities laws governing the operations of broker-dealers in each state in which it operates.
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Compliance with Laws and Court Orders. (a) The Company Buyer and each of its Subsidiaries (i) is and has been in compliance with the terms of the Permits required to carry on its business as now conducted and (ii) is and has been in compliance with, and to the knowledge of the Company Buyer is not under investigation with respect to and has not been threatened in writing or, to the knowledge of Buyer, otherwise been threatened, to be charged with or given written notice of any violation of, any Applicable Lawapplicable law, statute, ordinance, rule, regulation, judgment, injunction, order or decree (including, but not limited to, the USA PATRIOT Act of 2001), in each case, except for failures to comply or violations that have not resulted in, had and would not reasonably be expected to result in, a material liability of the Company or materially impede the business of the Company. There is no judgment, decree, injunction, rule or order of any arbitrator or Governmental Authority outstanding against the Company that has resulted in, or would reasonably be expected to result in, a material liability of the Company or that would materially impede the business of the Company or that in any manner seeks to prevent, enjoin, alter or materially delay the Investment or any of the other transactions contemplated hereby. Neither the Company nor its Subsidiary has any knowledge as of the date hereof of any investigations, charges or proceedings that has resulted in, or would reasonably be expected to result in, a material liability of the Company or that would materially impede the business of the Company or that in any manner seeks to prevent, enjoin, alter or materially delay the Investment or any of the other transactions contemplated hereby.
(b) Section 5.12(b) of the Company Disclosure Schedule contains a complete and accurate list of each Governmental Authorization that is held by the Company or any Subsidiary or that otherwise relates to the business of, or to any of the assets owned or used by, any the Company or any Subsidiary. Each Governmental Authorization listed or required to be listed in Section 5.12(b) of the Company Disclosure Schedule is valid and in full force and effect. Except as set forth in Section 5.12(b) of the Company Disclosure Schedule:
(i) the Company or the relevant Subsidiary is, and at all times has been, in compliance in all material respects with the terms and requirements of each Governmental Authorization identified or required to be identified in Section 5.12(b) of the Company Disclosure Schedule;
(ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Section 5.12(b) of the Company Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Section 5.12(b) of the Company Disclosure Schedule;
(iii) neither the Company nor any Subsidiary has received, at any time since December 31, 2006, any notice or other communication (whether oral or written) from any Governmental Authority or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and
(iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Section 5.12(b) of the Company Disclosure Schedule have been duly filed on a timely basis with the appropriate governmental bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Authorities. The Governmental Authorizations listed in Section 5.12(b) of the Company Disclosure Schedule collectively constitute all of the Governmental Authorizations necessary to permit the Company and its Subsidiary to lawfully conduct and operate their businesses in the manner they currently conduct and operate such businesses and to permit the Company and its Subsidiaries to own and use their assets in the manner in which they currently own and use such assets, except for such Governmental Authorizations that the failure to list on Section 5.12(b) of the Company Disclosure Schedule would nothave, individually or in the aggregate, a Buyer Material Adverse Effect.
(b) Except as would not reasonably be material expected to have, either individually or in the Companyaggregate, a Buyer Material Adverse Effect, each of Buyer and its Subsidiaries have properly administered all accounts for which it acts as a fiduciary, including accounts for which it serves as a trustee, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents, applicable state and federal law and regulation and common law. None of Buyer, any of its Subsidiaries, or any director, officer or employee of Buyer or any of its Subsidiaries, has committed any breach of trust or fiduciary duty with respect to any such fiduciary account that would reasonably be expected to have, either individually or in the aggregate, a Buyer Material Adverse Effect and, except as would not reasonably be expected to have, either individually or in the aggregate, a Buyer Material Adverse Effect, the accountings for each such fiduciary account are true and correct and accurately reflect the assets of such fiduciary account.
Appears in 1 contract
Compliance with Laws and Court Orders. (a) The Since June 1, 2011, the Company has been and the Company is in compliance with, and to the knowledge Knowledge of the Company is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any Applicable Law, except for failures to comply or violations that have not resulted in, and would not reasonably be expected to result in, a material liability of the Company or materially impede the business of the Company. There is no judgment, decree, injunction, rule or order of any arbitrator or Governmental Authority outstanding against the Company that has resulted in, or would reasonably be expected to result in, a material liability of the Company or that would materially impede the business of the Company or that in any manner seeks to prevent, enjoin, alter or materially delay the Investment or any of the other transactions contemplated hereby. Neither the Company nor its any Subsidiary has any knowledge Knowledge as of the date hereof of any investigations, charges or proceedings that has resulted in, or would reasonably be expected to result in, a material liability of the Company or that would materially impede the business of the Company or that in any manner seeks to prevent, enjoin, alter or materially delay the Investment or any of the other transactions contemplated hereby.
(b) Section 5.12(b) of the Company Disclosure Schedule contains a complete and accurate list of each Each material Governmental Authorization that is used or held for use in connection with the business by the Company or any Subsidiary or that otherwise relates to the business of, or to any of the assets owned or used by, any is validly held by the Company or any Subsidiary. Each Governmental Authorization listed or required to be listed in Section 5.12(b) of the Company Disclosure Schedule such Subsidiary and is valid and in full force and effect, except where the failure to be so validly held and/or in full force and effect would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. Except as set forth in Section 5.12(b) None of the Company Disclosure Schedule:
or any Subsidiary is in default or violation (iand no event has occurred which, with notice or the lapse of time or both, would constitute a material default or violation) of any provision of any such Governmental Authorization to which it is a party, except for any defaults or violations that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. The Company or the its relevant Subsidiary is, and at all times since June 1, 2011 has been, been in compliance in all material respects with the terms and requirements of each such Governmental Authorization identified or required Authorization, except where the failure to be identified so in Section 5.12(b) of compliance would not reasonably be expected to have, individually or in the Company Disclosure Schedule;
(ii) no aggregate, a Material Adverse Effect with respect to the Company. No event has occurred or circumstance exists that may would (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Section 5.12(b) of the Company Disclosure ScheduleAuthorization, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed Authorization, except, in each case, where the occurrence of such event or required the existence of such circumstance would not reasonably be expected to be listed have, individually or in Section 5.12(b) the aggregate, a Material Adverse Effect with respect to the Company. To the Knowledge of the Company Disclosure Schedule;
(iii) Company, neither the Company nor any Subsidiary has received, at any time since December 31June 1, 20062011, any notice or other communication (whether oral or written) from any Governmental Authority or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any such Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any such Governmental Authorization; and
(iv) all , except for notices or other communications that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. All applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Section 5.12(b) of the Company Disclosure Schedule have been duly filed on a timely basis with the appropriate governmental bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Authorities, except where the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Company. The Governmental Authorizations listed used or held for use in Section 5.12(b) of connection with the business by the Company Disclosure Schedule or any Subsidiary collectively constitute all of the Governmental Authorizations necessary to permit the Company and its Subsidiary Subsidiaries to lawfully conduct and operate their businesses in the manner they currently conduct and operate such businesses and to permit the Company and its Subsidiaries to own and use their assets in the manner in which they currently own and use such assets, except for such Governmental Authorizations that the failure to list on Section 5.12(b) use or hold for use in connection with the business of the Company Disclosure Schedule would notnot be and would not reasonably be expected to be, individually or in the aggregate, be material to the Company.
Appears in 1 contract
Samples: Stock Purchase Agreement (NGP Capital Resources Co)
Compliance with Laws and Court Orders. (a) The Company is and each of its Subsidiaries is, and since the Applicable Date has been, in compliance withwith all Applicable Laws, and to the knowledge Knowledge of the Company is not under investigation by any Governmental Authority with respect to and has not been threatened to be charged with or given notice of any violation of, any Applicable Law, except for failures to comply or violations that have not resulted in, and would not reasonably be expected to result inhave, individually or in the aggregate, a material liability Material Adverse Effect.
(b) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, in the past five (5) years, neither the Company nor any of its Subsidiaries, nor any director, officer, or employee, nor, to the Knowledge of the Company, any agent or other representative of the Company or materially impede any of its Subsidiaries has (i) taken any action, directly or indirectly, that would result in a violation by the business Company or any of its Subsidiaries of the Company. There is no judgmentU.S. Foreign Corrupt Practices Act of 1977, decreethe Anti-Kickback Act of 1986, injunction, rule or order the U.K. Bribery Act of any arbitrator or Governmental Authority outstanding against the Company that has resulted in2010, or would reasonably be expected to result inany other anti-bribery, a material liability anti-corruption, or anti-money laundering Applicable Law (collectively, “Anti-Corruption Laws”), (ii) used any funds of the Company for unlawful contributions, gifts, entertainment or that would materially impede other unlawful expenses relating to political activity, or, in connection with the business of the Company or that in any manner seeks to prevent, enjoin, alter or materially delay the Investment or any of its Subsidiaries, (iii) given, offered, promised or authorized the other transactions contemplated hereby. Neither giving of money or anything of value, to any Government Official, for the Company nor its Subsidiary has purpose of (A) influencing an act or decision of such Government Official or improperly inducing such Government Official to use his or her influence or position to affect any knowledge as act or decision of the date hereof of any investigationsa Governmental Authority, charges or proceedings that has resulted in(B) obtaining an improper business advantage, or (C) obtaining or retaining business.
(c) Except as would not reasonably be expected to result inhave, individually or in the aggregate, a material liability Material Adverse Effect, in the past five (5) years, neither the Company nor any of its Subsidiaries, nor any of their respective directors or officers, nor, to the Knowledge of the Company, any employee, agent or other representative of the Company or that would materially impede any of its Subsidiaries, (i) has been a Sanctioned Person; (ii) has, in connection with the business of the Company or that in any manner seeks to prevent, enjoin, alter or materially delay the Investment or any of its Subsidiaries, engaged in or otherwise participated in, or assisted or facilitated any direct or indirect dealing or transaction with, or for the other transactions contemplated hereby.
benefit of, a Sanctioned Person or in a Sanctioned Country, in each case in violation of Applicable Laws; or (biii) Section 5.12(bhas otherwise violated applicable Sanctions or Applicable Laws relating to export, reexport, transfer, or import controls, or U.S. antiboycott requirements (collectively, “Trade Controls”) in connection with the business of the Company Disclosure Schedule contains a complete and accurate list of each Governmental Authorization that is held by the Company or any Subsidiary or that otherwise relates to the business of, or to any of the assets owned or used by, any the Company or any Subsidiary. Each Governmental Authorization listed or required to be listed in Section 5.12(bits Subsidiaries.
(d) of the Company Disclosure Schedule is valid and in full force and effect. Except as set forth would not reasonably be expected to have, individually or in Section 5.12(b) of the Company Disclosure Schedule:
(i) the Company or the relevant Subsidiary isaggregate, and at all times has beena Material Adverse Effect, in compliance in all material respects with the terms and requirements of each Governmental Authorization identified or required to be identified in Section 5.12(bpast five (5) of the Company Disclosure Schedule;
(ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Section 5.12(b) of the Company Disclosure Scheduleyears, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Section 5.12(b) of the Company Disclosure Schedule;
(iii) neither the Company nor any Subsidiary has received, at any time since December 31, 2006, any notice or other communication (whether oral or written) of its Subsidiaries have received from any Governmental Authority or any other Person regarding (A) any actualwritten notice, allegedinquiry, possible, or internal or external allegation; made any voluntary or involuntary disclosure to a Governmental Authority; or conducted any internal investigation or audit in each case concerning any actual or potential violation of or failure wrongdoing in each case, related to comply with any term Trade Controls or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and
(iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Section 5.12(b) of the Company Disclosure Schedule have been duly filed on a timely basis with the appropriate governmental bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Authorities. The Governmental Authorizations listed in Section 5.12(b) of the Company Disclosure Schedule collectively constitute all of the Governmental Authorizations necessary to permit the Company and its Subsidiary to lawfully conduct and operate their businesses in the manner they currently conduct and operate such businesses and to permit the Company and its Subsidiaries to own and use their assets in the manner in which they currently own and use such assets, except for such Governmental Authorizations that the failure to list on Section 5.12(b) of the Company Disclosure Schedule would not, individually or in the aggregate, be material to the CompanyAnti-Corruption Laws.
Appears in 1 contract
Samples: Merger Agreement (Veritiv Corp)
Compliance with Laws and Court Orders. (a) The Company is and each of its Subsidiaries is, and since the Applicable Date has been, in material compliance withwith all Applicable Law. Since the Applicable Date, the Company has not been charged with or given written notice of, and to the knowledge Knowledge of the Company is not under investigation with respect to to, and has not been threatened to be charged with or given notice any material violation of any violation of, any Applicable Law, except for failures to comply or violations that have not resulted in, and would not reasonably be expected to result in, a material liability of the Company or materially impede the business of the Company. There is no judgment, decree, injunction, rule or order of any arbitrator or Governmental Authority outstanding against the Company or any of its Subsidiaries that has resulted in, had or would reasonably be expected to result inhave, individually or in the aggregate, a material liability of the Company or that would materially impede the business of the Company Material Adverse Effect or that in any manner seeks to prevent, enjoin, alter or materially delay the Investment or any of the other transactions contemplated hereby. Neither the Company nor its Subsidiary has any knowledge as of the date hereof of any investigations, charges or proceedings that has resulted in, or would reasonably be expected to result in, a material liability of the Company or that would materially impede the business of the Company or that in any manner seeks to prevent, enjoin, alter or materially delay the Investment Merger or any of the other transactions contemplated hereby.
(b) Section 5.12(b) None of the Company Disclosure Schedule contains a complete and accurate list Company, any of each Governmental Authorization that is held by its Subsidiaries, or any of their respective directors, officers, or, to the Company’s Knowledge, any consultants, agents or other Persons acting for or on behalf of the Company or any Subsidiary or of its Subsidiaries has, since the Applicable Date, taken any action that otherwise relates to the business of, or to would result in a violation in any material respect by such Person of the assets owned Foreign Corrupt Practices Act (15 U.S.C. §§ 78m(b), 78dd-1, 78dd-2, 78ff) (the “FCPA”), The Bribery Act of 2010 of the United Kingdom (the “UK Bribery Act”) or used byany other anti-corruption or anti-bribery Applicable Law. Since the Applicable Date, any the Company or any Subsidiary. Each Governmental Authorization listed or required to be listed in Section 5.12(b) of the Company Disclosure Schedule is valid and in full force and effect. Except as set forth in Section 5.12(b) of the Company Disclosure Schedule:
(i) the Company or the relevant Subsidiary is, and at all times has been, conducted its businesses in compliance in all material respects with the terms FCPA, the UK Bribery Act and requirements of each Governmental Authorization identified or required to be identified in Section 5.12(b) of any other anti-corruption Applicable Law, and the Company Disclosure Schedule;
(ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure instituted and maintained policies and procedures designed to cause each such Person to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Section 5.12(b) of the Company Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Section 5.12(b) of the Company Disclosure Schedule;
(iii) neither all such Applicable Law. Neither the Company nor any Subsidiary has receivedof its Subsidiaries, at any time since December 31nor, 2006to the Knowledge of the Company, any notice director, officer, consultant, agents or other communication Person acting for or on behalf of the Company or any Company Subsidiary (whether oral acting in such capacity), has, directly or writtenindirectly, since the Applicable Date, offered, paid, promised to pay, or authorized a payment, of any money or other thing of value (including any fee, gift, sample, travel expense or entertainment) from or any commission payment, or any payment related to political activity, to any government official or employee, to any employee of any organization owned or controlled in part or in full by any Governmental Authority Authority, or to any political party or candidate, to influence the official or employee to act or refrain from acting in relation to the performance of official duties, with the purpose of obtaining or retaining business or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; andimproper business advantage.
(ivc) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed Except, in Section 5.12(b) of the Company Disclosure Schedule have been duly filed on a timely basis with the appropriate governmental bodieseach case, as has not had and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Authorities. The Governmental Authorizations listed in Section 5.12(b) of the Company Disclosure Schedule collectively constitute all of the Governmental Authorizations necessary to permit the Company and its Subsidiary to lawfully conduct and operate their businesses in the manner they currently conduct and operate such businesses and to permit the Company and its Subsidiaries to own and use their assets in the manner in which they currently own and use such assets, except for such Governmental Authorizations that the failure to list on Section 5.12(b) of the Company Disclosure Schedule would not, individually or in the aggregate, reasonably be material expected to have a Company Material Adverse Effect, (i) the CompanyCompany and its Subsidiaries hold all licenses, franchises, permits, certificates, approvals, registrations, concessions, decrees and similar authorizations of Governmental Authorities necessary to enable the Company and its Subsidiaries to conduct their respective businesses in the manner in which such businesses are currently being conducted (the “Permits”), (ii) the Permits are valid and in full force and effect, and (iii) the Company is not in default under, and no condition exists that with notice or lapse of time or both would constitute a default under, the Permits.
Appears in 1 contract
Compliance with Laws and Court Orders. (a) The Company is Acquiror and each of its Subsidiaries is, and since January 1, 2007 has been, in compliance with, and to the knowledge of the Company Acquiror is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any Applicable Law, except for failures to comply or violations that have not resulted in, and would not reasonably be expected to result inhave, individually or in the aggregate, a material liability of the Company or materially impede the business of the CompanyMaterial Adverse Effect on Acquiror. There is no judgment, decree, injunction, rule or order of any arbitrator or Governmental Authority outstanding against the Company Acquiror or any of its Subsidiaries that has resulted in, had or would reasonably be expected to result inhave, individually or in the aggregate, a material liability of the Company or that would materially impede the business of the Company Material Adverse Effect on Acquiror or that in any manner seeks to prevent, enjoin, alter or materially delay the Investment Acquisition or any of the other transactions contemplated hereby. Neither Without limiting the Company nor foregoing, Acquiror and each of its Subsidiaries is in possession of all authorizations, licenses, permits, certificates, approvals and clearances from, and has submitted notices to, all Governmental Authorities necessary for Acquiror or such Subsidiary has any knowledge to own, lease and operate its properties or other assets and to carry on its respective business as described in the Acquiror SEC Documents filed prior to the date hereof and as it is being conducted as of the date hereof (the “Acquiror Permits”), and all such Acquiror Permits are valid, and in full force and effect, in each case except for any failure that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Acquiror.
(b) Neither Acquiror nor any of its Subsidiaries is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or is a recipient of any investigationssupervisory letter from or has adopted any board resolution at the request of, charges or proceedings any Governmental Authority, that has resulted inrestricts, or would reasonably be expected to result inrestrict, a material liability of the Company or that would materially impede the business of the Company or that in any manner seeks to prevent, enjoin, alter or materially delay the Investment conduct by Acquiror or any of the other transactions contemplated hereby.
(b) Section 5.12(b) its Subsidiaries of the Company Disclosure Schedule contains a complete and accurate list of each Governmental Authorization their respective businesses in any material respect, or that is held requires, or would reasonably be expected to require, material adverse actions by the Company Acquiror or any Subsidiary or that otherwise relates to the business of, or to any of the assets owned or used by, any the Company or any Subsidiary. Each Governmental Authorization listed or required to be listed in Section 5.12(b) of the Company Disclosure Schedule is valid and in full force and effect. Except as set forth in Section 5.12(b) of the Company Disclosure Schedule:
(i) the Company or the relevant Subsidiary is, and at all times has been, in compliance in all material respects with the terms and requirements of each Governmental Authorization identified or required to be identified in Section 5.12(b) of the Company Disclosure Schedule;
(ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Section 5.12(b) of the Company Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Section 5.12(b) of the Company Disclosure Schedule;
(iii) neither the Company nor any Subsidiary has received, at any time since December 31, 2006, any notice or other communication (whether oral or written) from any Governmental Authority or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and
(iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Section 5.12(b) of the Company Disclosure Schedule have been duly filed on a timely basis with the appropriate governmental bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Authorities. The Governmental Authorizations listed in Section 5.12(b) of the Company Disclosure Schedule collectively constitute all of the Governmental Authorizations necessary to permit the Company and its Subsidiary to lawfully conduct and operate their businesses in the manner they currently conduct and operate such businesses and to permit the Company and its Subsidiaries to own and use their assets in the manner in which they currently own and use such assets, except for such Governmental Authorizations that the failure to list on Section 5.12(b) of the Company Disclosure Schedule would not, individually or in the aggregate, be material to the CompanySubsidiaries.
Appears in 1 contract
Samples: Agreement and Plan of Arrangement (Charles River Laboratories International Inc)
Compliance with Laws and Court Orders. (a) The Company is in compliance with, and to the knowledge of Neither the Company is not under investigation with respect to and nor any Subsidiary is, nor for the past five (5) years has not been threatened to be charged with or given notice been, in violation of any violation of, any Applicable Law, except for failures to comply or violations that have not resulted inbeen, and or would not reasonably be expected to result inbe, a individually or in the aggregate, material liability of to the Company or materially impede and its Subsidiaries, taken as a whole. No written or, to the business knowledge of the Company. There is no judgment, decree, injunction, rule or order oral notice of non-compliance with any arbitrator or Governmental Authority outstanding against the Company that Applicable Law has resulted in, or would reasonably be expected to result in, a material liability of the Company or that would materially impede the business of the Company or that in any manner seeks to prevent, enjoin, alter or materially delay the Investment or any of the other transactions contemplated hereby. Neither the Company nor its Subsidiary has any knowledge as of the date hereof of any investigations, charges or proceedings that has resulted in, or would reasonably be expected to result in, a material liability of the Company or that would materially impede the business of the Company or that in any manner seeks to prevent, enjoin, alter or materially delay the Investment or any of the other transactions contemplated hereby.
(b) Section 5.12(b) of the Company Disclosure Schedule contains a complete and accurate list of each Governmental Authorization that is held been received by the Company or any Subsidiary or that otherwise relates to the business of, or to any of the assets owned or used by, any the Company or any Subsidiary. Each Governmental Authorization listed or required to be listed in Section 5.12(b) of the Company Disclosure Schedule is valid and in full force and effect. Except as set forth in Section 5.12(b) of the Company Disclosure Schedule:
(i) the Company or the relevant Subsidiary is, and at all times has been, in compliance in all material respects with the terms and requirements of each Governmental Authorization identified or required to be identified in Section 5.12(b) of the Company Disclosure Schedule;
(ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Section 5.12(b) of the Company Disclosure Schedule, or (B) result directly or indirectly its Subsidiaries in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Section 5.12(bpast five (5) of the Company Disclosure Schedule;
(iii) neither the Company nor any Subsidiary has received, at any time since December 31, 2006, any notice or other communication (whether oral or written) from any Governmental Authority or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and
(iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Section 5.12(b) of the Company Disclosure Schedule have been duly filed on a timely basis with the appropriate governmental bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Authoritiesyears. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, consents, certificates, approvals and orders from Governmental Authorizations listed in Section 5.12(bEntities (“Approvals”) of the Company Disclosure Schedule collectively constitute all of the Governmental Authorizations necessary to permit the Company and its Subsidiary to lawfully conduct own, lease and operate their businesses in the manner they currently conduct and properties it purports to own, operate such businesses or lease and to permit the Company and carry on its Subsidiaries to own and use their assets in the manner in which they currently own and use such assetsbusiness as it is now being conducted, except for such Governmental Authorizations that where the failure to list on Section 5.12(b) of the Company Disclosure Schedule have such Approvals would not, or would not reasonably be expected to, individually or in the aggregate, be material to the CompanyCompany and its Subsidiaries, taken as a whole. Each Approval held by the Company or any of its Subsidiaries, as applicable, is valid, binding and in full force and effect in all material respects. None of the Company or any of its Subsidiaries (i) are in default or violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a default or violation) of any material term, condition or provision of any such Approval, or (ii) have received any notice from a Governmental Authority that has issued any such Approval that it intends to cancel, terminate, modify or not renew any such Approval, except in the case of clauses (i) and (ii) as would not, or would not reasonably be expected to, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole.
Appears in 1 contract
Samples: Business Combination Agreement (GS Acquisition Holdings Corp II)
Compliance with Laws and Court Orders. (a) The Company and each of its Subsidiaries is and since January 1, 2011 has been in compliance with, and to the knowledge of the Company is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any Applicable Law, except for failures to comply or violations that have not resulted in, had and would not reasonably be expected to result inhave, individually or in the aggregate, a material liability of the Company or materially impede the business of the CompanyMaterial Adverse Effect. There is no judgment, decree, injunction, rule or order of any arbitrator or Governmental Authority outstanding against the Company or any of its Subsidiaries that has resulted in, had or would reasonably be expected to result inhave, individually or in the aggregate, a material liability of the Company or that would materially impede the business of the Company Material Adverse Effect or that in any manner seeks to prevent, enjoin, alter or materially delay the Investment or any of the other transactions contemplated hereby. Neither the Company nor its Subsidiary has any knowledge as of the date hereof of any investigations, charges or proceedings that has resulted in, or would reasonably be expected to result in, a material liability of the Company or that would materially impede the business of the Company or that in any manner seeks to prevent, enjoin, alter or materially delay the Investment Merger or any of the other transactions contemplated hereby.
(b) Section 5.12(b) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries hold all governmental licenses, franchises, authorizations, permits, consents, approvals, variances, exemptions and orders necessary for the operation of the businesses of the Company Disclosure Schedule contains and its Subsidiaries (the “Company Permits”). Except as would not reasonably be expected to have, individually or in the aggregate, a complete and accurate list of each Governmental Authorization that is held by Company Material Adverse Effect, the Company or any Subsidiary or that otherwise relates to and its Subsidiaries are in compliance with the business of, or to any of the assets owned or used by, any the Company or any Subsidiary. Each Governmental Authorization listed or required to be listed in Section 5.12(b) terms of the Company Disclosure Schedule is valid and in full force and effect. Except as set forth in Section 5.12(b) of the Company Disclosure Schedule:
(i) the Company or the relevant Subsidiary isPermits, and at all times has beensince January 1, in compliance in all material respects with the terms and requirements of each Governmental Authorization identified or required to be identified in Section 5.12(b) of the Company Disclosure Schedule;
(ii) no event 2011, there has occurred or circumstance exists that may no violation of, default (with or without notice or lapse of timetime or both) (A) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Section 5.12(b) of the Company Disclosure Scheduleunder, or event giving to others any right of termination or cancellation of, with or without notice or lapse of time or both, any Company Permit. Since January 1, 2011, no event has occurred that (Bi) result directly or indirectly in the gives to any Person any right of revocation, withdrawal, suspension, cancellation, non-renewal or termination of, adverse modification (with or any modification to, any Governmental Authorization listed without notice or required to be listed in Section 5.12(blapse of time or both) of the any Company Disclosure Schedule;
(iii) neither the Company nor any Subsidiary has received, at any time since December 31, 2006, any notice or other communication (whether oral or written) from any Governmental Authority or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, Permit or (Bii) any actualto the knowledge of the Company, proposed, possible, or potential revocation, withdrawal, suspensionwould otherwise reasonably be expected to result in the termination, cancellation, termination ofrevocation, adverse modification or modification to any Governmental Authorization; and
(iv) all applications required to have been filed for the non-renewal of the Governmental Authorizations listed or required to be listed in Section 5.12(b) of the any Company Disclosure Schedule have been duly filed on a timely basis with the appropriate governmental bodiesPermit, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Authorities. The Governmental Authorizations listed in Section 5.12(b) of the Company Disclosure Schedule collectively constitute all of the Governmental Authorizations necessary to permit the Company and its Subsidiary to lawfully conduct and operate their businesses which in the manner they currently conduct case of clause (i) and operate such businesses and (ii), would reasonably be expected to permit the Company and its Subsidiaries to own and use their assets in the manner in which they currently own and use such assets, except for such Governmental Authorizations that the failure to list on Section 5.12(b) of the Company Disclosure Schedule would nothave, individually or in the aggregate, a Company Material Adverse Effect. Except as would not reasonably be material expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Merger, in and of itself, will not cause the revocation, cancellation, non-renewal, adverse modification or termination of any such Company Permit.
(c) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, since January 1, 2010, none of the Company, any of its Subsidiaries or any of their respective directors, officers or employees, or, to the Company’s knowledge, any agent or representative of the Company or any of its Subsidiaries, has, in the course of his, her or its actions for, or on behalf of, any of them (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee; (iii) violated any provision of any of the U.S. Foreign Corrupt Practices Act of 1977 or any similar Applicable Law of any other jurisdiction (collectively, the “Anti-Corruption Laws”); or (iv) directly or indirectly made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, since January 1, 2011, neither the Company nor any of its Subsidiaries has received any written communication that alleges that the Company or any of its Subsidiaries, or any of their respective Representatives, is, or may be, in violation of, or has, or may have, any liability under, any Anti-Corruption Law. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have instituted and maintain and will continue to maintain policies and procedures designed to promote and achieve compliance with such laws and the matters referred to in this Section 4.12(c).
(d) Broker-Dealer is, and since January 1, 2010 has been, duly registered as a broker-dealer with the SEC, admitted to membership in FINRA, and duly registered, licensed or qualified as a broker-dealer in each jurisdiction where the conduct of Broker-Dealer’s business requires such registration, licensing or qualification. Broker-Dealer is, and since January 1, 2010 has been, in compliance with the applicable provisions of the 1934 Act and the SEC rules thereunder, applicable rules and regulations of FINRA, and the state securities laws governing the operations of broker-dealers in each state in which it operates.
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