Common use of Compliance with Laws and Instruments Clause in Contracts

Compliance with Laws and Instruments. The business and operations of the Parent and each Parent Subsidiary have been and are being conducted in compliance in all material respects with all applicable laws, rules and regulations, except for such violations thereof for which the penalties, in the aggregate, would not have a Material Adverse Effect on the Parent. The execution, delivery and performance by the Parent and Acquisition of the Merger Documentation and the consummation by the Parent and Acquisition of the transactions contemplated by this Agreement, and the execution, delivery and performance by the Parent and CCP of the Split-Off Documentation and the consummation by Parent and CCP of the transactions contemplated by this Split-Off Agreement: (a) have been duly authorized by the Boards of Directors of the Parent, Acquisition and CCP, respectively, (b) will not, in the case of the Merger, require from the shareholders of Acquisition or the stockholders of Parent, and in the case of the Split-Off, require from shareholders of Parent or CCP, any consent or approval that has not already been obtained or will be obtained prior to the Merger Effective Time, (c) will not require any authorization, consent or approval of, or filing (other than the filing referred to in Section 1.2 hereof) or registration with, any court or governmental agency or instrumentality, (d) will not cause the Parent, Acquisition or CCP, as the case may be, to violate or contravene (i) any provision of law, (ii) any rule or regulation of any agency or government, (iii) any order, judgment or decree of any court or (iv) any provision of their respective certificates of incorporation or articles of incorporation, respectively, or by-laws, (e) will not violate or be in conflict with, result in a breach of or constitute (with or without notice or lapse of time, or both) a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other contract, agreement or instrument to which the Parent, Acquisition or CCP is a party or by which the Parent, Acquisition or CCP or any of their respective properties is bound or affected and (f) will not result in the creation or imposition of any Lien upon any property or asset of the Parent, Acquisition or CCP. Neither Parent nor any Parent Subsidiary is in violation of, or (with or without notice or lapse of time, or both) in default under, any term or provision of its certificate of incorporation or by-laws or of any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or, except as would not have a Material Adverse Affect on Parent, other material agreement or instrument to which the Parent or any Parent Subsidiary is a party or by which the Parent or any Parent Subsidiary or any of their properties is bound or affected.

Compliance with Laws and Instruments. The business and operations of the Parent and each Parent Subsidiary have been and are being conducted in compliance in all material respects with all applicable laws, rules and regulations, except for such violations thereof for which the penalties, in the aggregate, would not have a Material Adverse Effect on the Parent. The execution, delivery and performance by the Parent and Acquisition of the Merger Documentation this Agreement and the consummation by the Parent and Acquisition it of the transactions contemplated by this Agreement, and including the execution, delivery and performance by the Parent and CCP of the Split-Off Documentation and the consummation by Parent and CCP of the transactions contemplated by this Split-Off AgreementExchange: (a) have been duly authorized by the Boards of Directors of the Parent, Acquisition and CCP, respectively, (b) will not, in the case of the Merger, require from the shareholders of Acquisition or the stockholders of Parent, and in the case of the Split-Off, require from shareholders of Parent or CCP, any consent or approval that has not already been obtained or will be obtained prior to the Merger Effective Time, (c) will not require any authorization, consent or approval of, or filing (other than the filing referred to in Section 1.2 hereof) or registration with, any court or governmental agency or instrumentality, except (di) such as shall have been obtained prior to the Closing, (ii) post-Exchange filings pursuant to applicable state and federal securities laws which Parent undertakes to file within the applicable time periods or (iii) as set forth on Schedule 3.12 hereto; (b) will not cause the Parent, Acquisition or CCP, as the case may be, Parent to violate or contravene (i) any provision of law, (ii) any rule or regulation of any agency or government, (iii) any order, judgment or decree of any court court, or (iv) any provision of their respective certificates its Certificate of incorporation Incorporation or articles of incorporation, respectively, or byBy-laws, ; (ec) will not violate or be in conflict withwith in a material manner, result in a material breach of or constitute (with or without notice or lapse of time, or both) a material default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other material contract, agreement or instrument to which the Parent, Acquisition or CCP Parent is a party or by which the Parent, Acquisition or CCP Parent or any of their respective its properties is are bound or affected affected, except where any such violation, conflict, breach or default could not reasonably be expected to have a Parent Material Adverse Effect; and (fd) will not result in the creation or imposition of any material Lien upon any property or asset of Parent. To the knowledge of Parent, Acquisition or CCP. Neither Parent nor any Parent Subsidiary is not in violation of, or (with or without notice or lapse of time, or both) in default under, any term or provision of its certificate Certificate of incorporation Incorporation or byBy-laws laws, or of any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or, except as would not have a Material Adverse Affect on Parent, or any other material agreement or instrument to which the Parent or any Parent Subsidiary is a party or by which the Parent or any Parent Subsidiary it or any of their its properties is are bound or affected, except as could not reasonably be expected to have a Parent Material Adverse Effect. The business of the Parent has been operated in compliance with all applicable laws, rules, regulations, codes, ordinances, orders, policies and guidelines of all governmental authorities, except for violations which, individually or in the aggregate, could not reasonably be expected to result in a Parent Material Adverse Effect.

Compliance with Laws and Instruments. The business and operations To the knowledge of the Parent and each Parent Subsidiary have been and are being conducted in compliance in all material respects with all applicable lawsor Acquisition Corp., rules and regulations, except for such violations thereof for which the penalties, in the aggregate, would not have a Material Adverse Effect on the Parent. The execution, delivery and performance by the Parent and Acquisition of the Merger Documentation and the consummation by the Parent and Acquisition of the transactions contemplated by this Agreement, and the execution, delivery and performance by Parent and/or Acquisition Corp. of this Agreement, and the other agreements to be made by Parent and CCP of the Split-Off Documentation or Acquisition Corp. pursuant to or in connection with this Agreement, and the consummation by Parent and CCP and/or Acquisition Corp. of the transactions contemplated by this Split-Off Agreement: (a) have been duly authorized by the Boards of Directors of the Parent, Acquisition and CCP, respectively, (b) will not, in the case of the Merger, require from the shareholders of Acquisition or the stockholders of Parent, and in the case of the Split-Off, require from shareholders of Parent or CCP, any consent or approval that has not already been obtained or will be obtained prior to the Merger Effective Time, (c) will not require any authorization, consent or approval of, or filing (other than the filing referred to in Section 1.2 hereof) or registration with, any court or governmental agency or instrumentality, (d) Documents will not cause the Parent, Parent and/or Acquisition or CCP, as the case may be, Corp. to violate or contravene (i) any provision of law, (ii) any rule or regulation of any agency or government, (iii) any order, judgment or decree of any court court, or (ivv) any provision of their respective certificates articles or Articles of incorporation or articles of incorporation, respectively, or by-laws, (e) laws as amended and in effect on and as of the Closing Date and will not violate or be in conflict with, result in a breach of or constitute (with or without notice or lapse of time, or both) a default under, under any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other contract, agreement or instrument contract to which the Parent, Parent or Acquisition or CCP Corp. is a party or by which the Parent, Parent and/or Acquisition or CCP Corp. or any of their respective properties is bound or affected bound. To the Parent’s knowledge,the Parent and (f) will not result the Parent’s officers and directors are in compliance with all applicable federal, state, local and foreign laws and regulations which are applicable to the creation or imposition of any Lien upon any property or asset operation of the Parent’s business. To the Parent’s knowledge, Acquisition or CCP. Neither Parent nor any Parent Subsidiary is in violation of, or (with or without notice or lapse of time, or both) in default under, any term or provision of its certificate of incorporation or by-laws or of any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or, except as would not have a Material Adverse Affect on Parent, other material agreement or instrument to which neither the Parent or the Parent’s officers and directors have received any Parent Subsidiary is a party written notice to the effect that, or by which otherwise have been advised that the Parent or any Parent Subsidiary its officers or directors are not in compliance with any of their properties such laws or orders. To the Parent’s knowledge, neither the Parent and its officers and directors are not currently, or have been, the subject of any inquiries, investigations, or requests for documents or other information related to its compliance with any laws or orders. The Parent is bound not and has not been, subject to any regulatory enforcement actions or affectedconsent decrees.

Compliance with Laws and Instruments. The business and operations of the Parent and each Parent Subsidiary have been and are being conducted in compliance in all material respects with all applicable laws, rules and regulations, except for such violations thereof for which the penalties, in the aggregate, would not have a Material Adverse Effect material adverse effect on the Condition of the Parent. The execution, delivery and performance by the Parent and Acquisition Corp. of the Merger Documentation and the consummation by the Parent and Acquisition Corp. of the transactions contemplated by this Agreement, and the execution, delivery and performance by the Parent and CCP of the Split-Off Documentation and the consummation by Parent and CCP of the transactions contemplated by this Split-Off Agreement: (a) have been duly authorized by the Boards of Directors of the Parent, Parent and Acquisition and CCP, respectivelyCorp., (b) will not, in the case of the Merger, not require from the shareholders of Acquisition or the stockholders of Parent, the Parent and in the case of the Split-Off, require from shareholders of Parent or CCP, Acquisition Corp. any consent or approval that has not already been obtained or will be obtained prior to the Merger Effective Timeobtained, (c) will not require any authorization, consent or approval of, or filing (other than the filing referred to in Section 1.2 hereof) or registration with, any court or governmental agency or instrumentality, except such as shall have been obtained prior to the Closing or as set forth in SCHEDULE 3.25, (d) will not cause the Parent, Parent or Acquisition or CCP, as the case may be, Corp. to violate or contravene (i) any provision of law, (ii) any rule or regulation of any agency or government, (iii) any order, judgment or decree of any court or (iv) any provision of their respective certificates Certificates of incorporation Incorporation or articles of incorporation, respectively, or byBy-laws, (e) will not violate or be in conflict with, result in a breach of or constitute (with or without notice or lapse of time, or both) a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other contract, agreement or instrument to which the Parent, Parent or Acquisition or CCP Corp. is a party or by which the Parent, Parent or Acquisition or CCP Corp. or any of their respective properties is bound or affected and (f) will not result in the creation or imposition of any Lien upon any property or asset of the Parent, Parent or Acquisition or CCP. Neither Corp. The Parent nor any Parent Subsidiary is not in violation of, or (with or without notice or lapse of time, or both) in default under, any term or provision of its certificate Certificate of incorporation Incorporation or byBy-laws or of any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or, except as would not have a Material Adverse Affect on materially and adversely affect the Condition of the Parent, other material agreement or instrument to which the Parent or any Parent Subsidiary is a party or by which the Parent or any Parent Subsidiary or any of their its properties is bound or affected.

Compliance with Laws and Instruments. The business business, products and operations of the Parent and each Parent Subsidiary Merger Sub have been and are being conducted in compliance in all material respects with all applicable lawsLaws, rules and regulations, except for such violations thereof for which the penalties, in the aggregate, would not have a Material Adverse Effect material adverse effect on the Condition of Parent. The execution, delivery and performance by the Parent and Acquisition Merger Sub of the Merger Documentation Documents and the consummation by the Parent and Acquisition Merger Sub of the transactions contemplated by this Agreement, and the execution, delivery and performance by the Parent and CCP of the Split-Off Documentation and the consummation by Parent and CCP of the transactions contemplated by this Split-Off Agreement: (a) have been duly authorized by the Boards of Directors of the Parent, Acquisition and CCP, respectively, (b) will not, in the case of the Merger, require from the shareholders of Acquisition or the stockholders of Parent, and in the case of the Split-Off, require from shareholders of Parent or CCP, any consent or approval that has not already been obtained or will be obtained prior to the Merger Effective Time, (c) will not require any authorization, consent or approval of, or filing (other than the filing referred to in Section 1.2 hereof) or registration with, any court or governmental agency or instrumentality, (d) will not cause the Parent, Acquisition Parent or CCP, as the case may be, Merger Sub to violate or contravene (i) any provision of lawLaw, (ii) any rule or regulation of any agency or governmentgovernment having jurisdiction over Parent, Merger Sub, or their respective property or assets, (iii) any order, judgment or decree of any court applicable to Parent, Merger Sub, or their respective property or assets, or (iv) any provision of their respective the certificates of incorporation or articles bylaws of incorporation, respectively, Parent or by-lawsMerger Sub, (eb) will not violate or be in conflict with, result in a breach of or constitute (with or without notice or lapse of time, or both) a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other contract, agreement or instrument to which the Parent, Acquisition Parent or CCP Merger Sub is a party or by which the Parent, Acquisition Parent or CCP Merger Sub or any of their respective its properties is bound or affected affected, except as would not have a material adverse effect on the Condition of Parent and (fc) will not result in the creation or imposition of any Lien upon any property or asset of the Parent, Acquisition Parent or CCPMerger Sub. Neither Parent nor any Parent Subsidiary Merger Sub is in violation of, or (with or without notice or lapse of time, or both) in default under, any term or provision of its certificate Certificate of incorporation Incorporation or by-laws Bylaws or of any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or, except as would not have a Material Adverse Affect on materially and adversely affect the Condition of Parent, any other material agreement or instrument to which the Parent or any Parent Subsidiary Merger Sub is a party or by which the Parent or any Parent Subsidiary Merger Sub or any of their respective properties is bound or affected.