Common use of Compliance with Laws and Licenses Clause in Contracts

Compliance with Laws and Licenses. The Company and each of the Subsidiaries has complied in all material respects with and is in compliance in all material respects with all applicable Laws, including Laws related to education, labour, employment standards and human rights. Each of the Company and its Subsidiaries has all licenses, permits, accreditations, consents, certificates and authorizations, orders or approvals of (as well as bonds and security provided in connection therewith), and has made all required registrations with, any Governmental Authority that is required in connection with the ownership of their respective assets or the conduct of their respective operations and each of them has complied in all material respects with and is in compliance with all such licenses, permits, accreditations, consents, certificates, authorizations, orders, approvals and registrations (as well as bonds and security provided in connection therewith). Each license, permit, order, accreditation, consent, certificate, authorization, approval and registration is valid, subsisting and in good standing. Neither the Company nor any Subsidiary has received any notice, whether written or oral, of the revocation or non-renewal of any such licenses, permits, orders, accreditations, consents, certificates, authorizations, approvals or registrations, or of any intention of any Governmental Authority to revoke or refuse to re-new any of such licenses, permits, orders, accreditations, consents, certificates, authorizations, approvals or registrations and, to the knowledge of the Company, based on Laws currently in effect, all such licenses, permits, orders, accreditations, consents, certificates, authorizations, approvals and registrations shall continue to be effective and any required renewals thereof shall be available in order for the Company and the Subsidiaries to continue to conduct their respective businesses as they are currently being conducted and in accordance with the existing plans of the Company and the Subsidiaries. In the past three years, no license, permit, order, accreditation, consent, certificate, authorization, approval or registration held by or granted to the Company or any Subsidiary has been suspended, revoked, terminated, put on probation or in any manner qualified. Other than as set out in the Disclosure Schedule, none of the Company or any of the Subsidiaries is in conflict with, or in default (including cross defaults) under or in violation of (i) its articles or by-laws or equivalent organizational documents, or (ii) any material agreement or understanding to which it or by which any of its properties or assets is bound or affected.

Compliance with Laws and Licenses. The (a) Except as disclosed on Schedule 5.10(a), the Company and each the conduct of the Subsidiaries has complied Business are and have been in compliance with all Laws (including Environmental Laws) applicable to it or its business, properties or assets in all material respects with respects. Except as disclosed on Schedule 5.10(a), the Company has not received any written notice or, to the Company’s Knowledge, any other notice from any Governmental Entity alleging that the Company is in violation of any Law (including Environmental Laws), and, to the Company’s Knowledge, no investigation, inspection, audit, or other proceeding by any Governmental Entity involving an allegation of violation of any Law (including Environmental Laws) is otherwise threatened or contemplated. The Company has not assumed by contract or operation of Law any liability for violations by any other Person of any Law. (b) Except as set forth on Schedule 5.10(b)(i), the Company has obtained all permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations necessary for the Company to own, lease and operate and to carry on its Business as currently conducted (the “Licenses”). All Licenses of the Company are set forth on Schedule 5.10(b)(ii). The Company is and has been in compliance in all material respects with all applicable LawsLicenses, including Laws related all of which are in full force and effect and there are no pending or, to educationthe Company’s Knowledge, labourthreatened terminations, employment standards modifications, limitations, suspensions, withdrawals, cancellations, expirations or revocations of such Licenses. The Company has made available to Purchaser complete and human rightscorrect copies of all Licenses identified on Schedule 5.10(b)(ii). Each The Company does not have any Knowledge that any License of the Company and its Subsidiaries has all licenseswill not be renewed in the Ordinary Course or will be revoked, permitsterminated (for clarity, accreditations, consents, certificates and authorizations, orders or approvals excluding expiration at the end of (as well as bonds and security provided in connection therewiththe applicable scheduled term), and has made all required registrations with, any Governmental Authority that is required in connection with the ownership of their respective assets suspended or the conduct of their respective operations and each of them has complied in all material respects with and is in compliance with all such licenses, permits, accreditations, consents, certificates, authorizations, orders, approvals and registrations (as well as bonds and security provided in connection therewith). Each license, permit, order, accreditation, consent, certificate, authorization, approval and registration is valid, subsisting and in good standing. Neither impaired nor does the Company nor have any Subsidiary has received Knowledge of any notice, whether written circumstances that would or oral, may result in the same. The consummation of the revocation transactions contemplated hereunder and the operation of the Business by Purchaser in the manner in which the Company currently operates the Business will not require or non-renewal result in the transfer of any such licenses, permits, orders, accreditations, consents, certificates, authorizations, approvals License that may not be transferred without the consent or registrations, or of any intention approval of any Governmental Authority to revoke Entity or refuse to re-new any of such licenses, permits, orders, accreditations, consents, certificates, authorizations, approvals or registrations and, to the knowledge of the Company, based on Laws currently in effect, all such licenses, permits, orders, accreditations, consents, certificates, authorizations, approvals and registrations shall continue to be effective and any required renewals thereof shall be available in order for the Company and the Subsidiaries to continue to conduct their respective businesses as they are currently being conducted and in accordance with the existing plans of the Company and the Subsidiaries. In the past three years, no license, permit, order, accreditation, consent, certificate, authorization, approval or registration held by or granted to the Company or any Subsidiary has been suspended, revoked, terminated, put on probation or in any manner qualified. Other than as set out in the Disclosure Schedule, none of the Company or any of the Subsidiaries is in conflict with, or in default (including cross defaults) under or in violation of (i) its articles or by-laws or equivalent organizational documents, or (ii) any material agreement or understanding to which it or by which any of its properties or assets is bound or affectedother Person.

Compliance with Laws and Licenses. The Company and each of the Subsidiaries has complied in all material respects with (a) Rymex xxx conducted and is conducting its business in compliance in all material respects with all applicable Laws, including Laws related regulations and requirements in each jurisdiction in which it conducts (or in the past has conducted) business, except where the failure to educationcomply would not have a Material Adverse Effect. (b) In addition to, labour, employment standards and human rights. Each but not in limitation of the Company foregoing, Rymex xxx prepared, manufactured and sold all of its Subsidiaries has products (including product in process and in inventory on the Effective Date) in full compliance with the applicable provisions of the United States Food, Drug and Cosmetic Act, as amended, and the United States Meat Inspection Act, as amended, and all rules and regulations promulgated thereunder and all other applicable Laws adopted or promulgated by any Governmental Authority which govern the quality or purity of food sold for human consumption (collectively, the "Food Acts"). All of the products of Rymex xxxisfy all federal and state nutritional labeling requirements, and all regulations under the Food Acts. All ingredients used in such products conform to the requirements of the Food Acts. All products of Rymex (x) in process or in inventory on the Effective Date are not and (ii) all products manufactured or packaged by Rymex xx the time of delivery thereof to the customers of Rymex xxxe not, "adulterated" or "contaminated" within the meaning of any of Food Act, nor did any such products constitute an article prohibited from introduction into interstate commerce under the Food Acts at the time of such delivery. (c) The Disclosure Schedule lists all licenses, registrations and permits, accreditationsand applications with respect to the business and operations of Rymex. Xxmex xxxrently possesses all governmental approvals, consents, certificates and authorizationslicenses, orders or approvals of (as well as bonds and security provided in connection therewith)registrations, and permits (collectively, the "Licenses") necessary to carry on its business as presently conducted and has made all required registrations withnot received any notice of violation of any Laws or notice of any proposed regulations or changes in the requirement of such approvals, consents, licenses, registrations, or permits. True and complete copies of each written document evidencing or affecting any Governmental Authority that is required in connection with of the ownership of their respective assets or the conduct of their respective operations and each of them has complied in all material respects with and is Licenses have been previously delivered to Parent. Rymex xx in compliance with the terms and conditions of all such licenses, permits, accreditations, consents, certificates, authorizations, orders, approvals and registrations (as well as bonds and security provided in connection therewith). Each license, permit, order, accreditation, consent, certificate, authorization, approval and registration is valid, subsisting and in good standingof the Licenses. Neither the Company execution of this Agreement nor any Subsidiary has received any noticethe consummation of the transactions contemplated hereby will result in the revocation, whether written or orala material adverse change in the terms or conditions, of the revocation or non-renewal of any such licenses, permits, orders, accreditations, consents, certificates, authorizations, approvals or registrations, or of any intention of any Governmental Authority to revoke or refuse to re-new any of such licensesthe Licenses, permits, orders, accreditations, consents, certificates, authorizations, approvals or registrations and, to the knowledge of the Company, based on Laws currently in effect, and all such licenses, permits, orders, accreditations, consents, certificates, authorizations, approvals and registrations Licenses shall continue to be effective in full force and any required renewals thereof shall be available in order for the Company and the Subsidiaries to continue to conduct their respective businesses as they are currently being conducted and effect in accordance with their present terms unaffected by the existing plans consummation of the Company and the Subsidiaries. In the past three years, no license, permit, order, accreditation, consent, certificate, authorization, approval or registration held by or granted to the Company or any Subsidiary has been suspended, revoked, terminated, put on probation or in any manner qualified. Other than as set out in the Disclosure Schedule, none of the Company or any of the Subsidiaries is in conflict with, or in default (including cross defaults) under or in violation of (i) its articles or by-laws or equivalent organizational documents, or (ii) any material agreement or understanding to which it or by which any of its properties or assets is bound or affectedtransactions contemplated hereby.

Compliance with Laws and Licenses. The Company and each of the Subsidiaries (a) Xxxxx has complied in all material respects with conducted and is conducting its business in compliance in all material respects with all applicable Laws, including Laws related regulations and requirements in each jurisdiction in which it conducts (or in the past has conducted) business, except where the failure to educationcomply would not have a Material Adverse Effect. (b) In addition to, labour, employment standards and human rights. Each but not in limitation of the Company foregoing, Xxxxx has prepared, manufactured and sold all of its Subsidiaries has products (including product in process and in inventory on the Effective Date) in full compliance with the applicable provisions of the United States Food, Drug and Cosmetic Act, as amended, and the United States Meat Inspection Act, as amended, and all rules and regulations promulgated thereunder and all other applicable Laws adopted or promulgated by any Governmental Authority which govern the quality or purity of food sold for human consumption (collectively, the "Food Acts"). All of the products of Xxxxx satisfy all federal and state nutritional labeling requirements, and all regulations under the Food Acts. All ingredients used in such products conform to the requirements of the Food Acts. All products of Xxxxx (i) in process or in inventory on the Effective Date are not and (ii) all products manufactured or packaged by Xxxxx at the time of delivery thereof to the customers of Xxxxx were not, "adulterated" or "contaminated" within the meaning of any of Food Act, nor did any such products constitute an article prohibited from introduction into interstate commerce under the Food Acts at the time of such delivery. (c) The Disclosure Schedule lists all licenses, registrations and permits, accreditationsand applications with respect to the business and operations of Xxxxx. Xxxxx currently possesses all governmental approvals, consents, certificates and authorizationslicenses, orders or approvals of (as well as bonds and security provided in connection therewith)registrations, and permits (collectively, the "Licenses") necessary to carry on its business as presently conducted and has made all required registrations withnot received any notice of violation of any Laws or notice of any proposed regulations or changes in the requirement of such approvals, consents, licenses, registrations, or permits. True and complete copies of each written document evidencing or affecting any Governmental Authority that is required in connection with of the ownership of their respective assets or the conduct of their respective operations and each of them has complied in all material respects with and Licenses have been previously delivered to Parent. Xxxxx is in compliance with the terms and conditions of all such licenses, permits, accreditations, consents, certificates, authorizations, orders, approvals and registrations (as well as bonds and security provided in connection therewith). Each license, permit, order, accreditation, consent, certificate, authorization, approval and registration is valid, subsisting and in good standingof the Licenses. Neither the Company execution of this Agreement nor any Subsidiary has received any noticethe consummation of the transactions contemplated hereby will result in the revocation, whether written or orala material adverse change in the terms or conditions, of the revocation or non-renewal of any such licenses, permits, orders, accreditations, consents, certificates, authorizations, approvals or registrations, or of any intention of any Governmental Authority to revoke or refuse to re-new any of such licensesthe Licenses, permits, orders, accreditations, consents, certificates, authorizations, approvals or registrations and, to the knowledge of the Company, based on Laws currently in effect, and all such licenses, permits, orders, accreditations, consents, certificates, authorizations, approvals and registrations Licenses shall continue to be effective in full force and any required renewals thereof shall be available in order for the Company and the Subsidiaries to continue to conduct their respective businesses as they are currently being conducted and effect in accordance with their present terms unaffected by the existing plans consummation of the Company and the Subsidiaries. In the past three years, no license, permit, order, accreditation, consent, certificate, authorization, approval or registration held by or granted to the Company or any Subsidiary has been suspended, revoked, terminated, put on probation or in any manner qualified. Other than as set out in the Disclosure Schedule, none of the Company or any of the Subsidiaries is in conflict with, or in default (including cross defaults) under or in violation of (i) its articles or by-laws or equivalent organizational documents, or (ii) any material agreement or understanding to which it or by which any of its properties or assets is bound or affectedtransactions contemplated hereby.