Compliance with Laws and Litigation. (i) Borrower and each of its Subsidiaries is conducting its business in compliance with all applicable Laws of each jurisdiction in which its business is carried on, except where the failure to be in such compliance would not reasonably be expected to have a Material Adverse Effect on Borrower;
(ii) There is no court, administrative, regulatory or similar proceeding (whether civil, quasi-criminal or criminal); arbitration or other dispute settlement procedure; investigation or enquiry by any governmental, administrative, regulatory or similar body; or any similar matter or proceeding (collectively, “Proceedings”) against or involving Borrower, its Subsidiaries or any of their officers or directors (whether in progress, pending or, to the best of the knowledge, information and belief of Borrower after due inquiry, threatened) that would reasonably be expected to have a Material Adverse Effect; no event has occurred that might give rise to any such Proceedings and Borrower is not aware of any existing grounds on which such Proceedings might be commenced and there is no judgment, decree, injunction, rule, award or order of any court, government department, board, commission, agency, arbitrator or similar body outstanding against Borrower, officers, directors or its Subsidiaries.
Compliance with Laws and Litigation. (a) Except with respect to any matter relating to or arising from Regulatory Approvals (which is addressed in Section 3.4), with respect to the Product, the Product Business, the Purchased Assets and the Assumed Liabilities, Seller is in material compliance with all Applicable Laws.
(b) Except with respect to routine administrative proceedings conducted with respect to Regulatory Approvals conducted in the Seller’s ordinary and usual course of conduct of the Product Business, there are no Proceedings, including any action or investigation by the U.S. Department of Justice, Office of the Inspector General, or any Governmental Authority, existing, pending, or to the Knowledge of Seller, threatened against or affecting Seller, with respect to the Product, the Product Business, the Purchased Assets or the Assumed Liabilities or with respect to this Agreement or the transactions contemplated hereby, and there are no Proceedings pending in which Seller is the plaintiff or claimant and which relate to the conduct of Seller with respect to the Purchased Assets or the Product Business prior to the Closing Date. Seller is not subject to any Proceedings, nor, to the Knowledge of Seller, are any Proceedings threatened, which, in any such case, that would reasonably be expected to impair or delay its ability to perform its obligations under this Agreement.
Compliance with Laws and Litigation. (i) The Company has complied with all Applicable Laws, is not in violation in respect of any Law, and has not received any notices of violation of any Law with respect to the conduct of Business or the ownership or operation of its assets. The Company has also complied with all US Laws and regulatory duties including all federal, state and local laws in so far as it relates to applicable Customer Contracts.
(ii) There is no private or governmental action, suit proceeding, claim, arbitration or investigation pending before any agency, court or tribunal, foreign or domestic, which, is ongoing or to the Knowledge of the Founders, is threatened against the Company.
(iii) There is no judgment, decree or order against the Company, or any of its Founders (in their capacities as such), that could prevent, enjoin, or materially alter or delay any of the transactions contemplated by this Agreement, or that may be material to the Purchaser.
(iv) The Company does not have any pending litigations from Tax or other authorities under any Law in force which currently have a bearing on the Business.
Compliance with Laws and Litigation. (a) With respect to the Product Business, the Purchased Assets and the Assumed Liabilities, to the Knowledge of the Sellers, the Sellers are in material compliance with all applicable Laws.
(b) There is no existing or pending or, to the Knowledge of the Sellers, threatened Action with respect to the Product Business, the Purchased Assets or the Assumed Liabilities or with respect to this Agreement or the transactions contemplated hereby. None of the Sellers is subject to any Order of any Governmental Authority that would reasonably be expected to impair or delay its ability to perform its obligations under, and consummate the transactions contemplated, by this Agreement.
Compliance with Laws and Litigation. (a) Seller has complied with all applicable laws and regulations of foreign, federal, state, local and other governmental authorities and agencies, which affect the Business or the Purchased Assets.
(b) Seller has never disposed of, or released into the environment, any chemical, toxic or hazardous waste or substance in any manner which may form the basis for any present or future claim, demand or action seeking cleanup of any site, location or body of water, surface or subsurface or otherwise alleging failure to comply with any law or regulation concerning protection of the environment.
(c) Seller has filed all reports required to be filed with any governmental, regulatory or administrative agency.
Compliance with Laws and Litigation. 9.1 The Company has carried out its business and dealt with its assets in accordance with all applicable laws and regulations in any relevant jurisdictions.
9.2 The Company and, with respect to the Business, no Seller, nor any of the Company’s directors, officers, employees, agents or representatives or, to the Sellers’ Knowledge, other persons affiliated with, performing a service for or otherwise acting for or on behalf of it or them has not, in connection with the Business, breached any Anti‑Bribery Laws or any applicable anti‑money laundering law, rule or regulation.
9.3 Without limiting the foregoing, to Sellers’ Knowledge, (i) the Company has at all times been in compliance in all material respects with applicable U.S. laws governing the export, re-export, import and transfer of products, software, technical data, services and technologies, and the export-related activities of United States persons (collectively, the “Trade Control Laws”); (ii) there is no event, fact or circumstance that has occurred or exists that is reasonably likely to result in a finding of non-compliance with any Trade Control Law; and (iii) the Company has not been subject to any inquiries and investigations with respect to Trade Control Laws.
9.4 Without limiting the foregoing, neither the Company nor any of its officers, directors or, to Sellers’ Knowledge, employees is an Office of Foreign Assets Control, Department of the United States Treasury (“OFAC”) sanctioned person. The Company and its directors, officers and, to Sellers’ Knowledge, employees are in compliance with, and have not previously violated, the OFAC sanctions or any other applicable anti-money laundering and economic sanctions laws. There are no pending or, to the Sellers’ Knowledge, threatened claims against the Company with respect to such anti-money laundering and economic sanctions laws.
9.5 Except for actions to recover any debt incurred in the ordinary course of the business owed to the Company, the Company (or, to Sellers’ Knowledge, any of its directors or employees (in each case, past or present)) is not, or has not been in the three (3) years prior to the date of this Agreement, engaged in any litigation, arbitration, mediation or other legal proceedings (whether as plaintiff, defendant or otherwise) in relation to the business of the Company, no such litigation, arbitration, mediation or other legal proceedings are pending or, to the Sellers’ Knowledge, threatened by or against the Company, and, t...
Compliance with Laws and Litigation. Except as set forth on Schedule 3.10, the ADC Software Group, and with respect to the Billing Software Business, the members of the ADC Selling Group, and the ADC Foreign Subsidiaries are in compliance in all material respects with all Applicable Law, including the Applicable Law relating to the use and operation of any one or more of the Premises. Except as set forth on Schedule 3.10, there are no actions, suits, proceedings or governmental investigations pending or, to the Knowledge of the ADC Selling Group, threatened, with respect to the Billing Software Business.
Compliance with Laws and Litigation. Environmental Matters 3.7 Contracts; Permits and Licenses 3.8 Intellectual Property 3.9 Brokers 3.10 No Other Representations or Warranties 4. Representations and Warranties of Buyer 4.1 Organization and Authority 4.2 Authorization; Binding Obligations 4.3 No Violations 4.4 Brokers 4.5 No Knowledge of Misrepresentations 4.6 No Other Representations or Warranties 5. Certain Covenants 5.1 Information 5.2 Post Closing Audit 5.3 Sale by Buyer of Inventory Marked With Sellers' Name 5.4 Collateral Agreements 5.5 Regulatory Compliance 5.6 [Intentionally Omitted] 5.7 Reacquisition Right 5.8 Maquiladora Assets 6. Confidential Nature of Information 6.1 Confidentiality Agreement 6.2 Sellers' Proprietary Information 7. Closing 7.1 Documents to be Delivered by Sellers 7.2 Documents to be Delivered by Buyer 7.3 Closing Date 7.4 Contemporaneous Effectiveness 8. Conditions Precedent to Closing 8.1 General Conditions 8.2 Conditions Precedent to Buyer's Obligations 8.3 Conditions Precedent to Sellers' Obligations 9. Status of Agreements 9.1 Effect of Breach 9.2 Survival of Representations and Warranties 9.3 General Agreement to Indemnify 9.4 Procedures for Indemnification 9.5 Arbitration; Choice of Law 10. Miscellaneous Provisions 10.1 Notices 10.2 Expenses 10.3 Entire Agreement; Modification
Compliance with Laws and Litigation. (a) Except as set forth on Schedule 3.9, with respect to the Business and the Principal Premises, the Seller Entities are in compliance with all applicable laws, rules, regulations, ordinances, decrees, orders, judgments, permits and licenses of or from governmental authorities, including, without limitation, those relating to the use and operation of any one or more of the Principal Premises, except for such failures or non-compliance which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect or a Material Real Estate Impairment. Except as set forth on Schedule 3.9, there are no actions, suits, proceedings or governmental investigations pending or, to the knowledge of Seller, threatened against it with respect to the Business or the Purchased Assets which individually or in the aggregate, could be reasonably expected to have a Material Adverse Effect or a Material Real Estate Impairment.
(b) Except as set forth on Schedule 3.9, with respect to the Business contemplated to be conducted at the Portland Facility subsequent to the Closing, the Seller Entities will be in compliance with all applicable laws, rules, regulations, ordinances, decrees, orders, judgments, permits and licenses of or from governmental authorities, including, without limitation, those relating to the use and operation of the Portland Facility contemplated subsequent to the Closing, except for such failures or non-compliance which, individually or in the aggregate, could not reasonably be expected to have a (i) Material Adverse Effect on the Business at the Portland Facility as contemplated subsequent to the Closing, or (ii) Material Real Estate Impairment with respect to the use and occupancy of the Portland Facility as contemplated subsequent to the Closing. Except as set forth on Schedule 3.9, there are no actions, suits, proceedings or governmental investigations pending or, to the knowledge of Seller, threatened against it with respect to the contemplated division of the Portland Facility or with respect to the Business contemplated to be conducted at the Portland Facility subsequent to the Closing, which individually or in the aggregate, could be reasonably expected to have a Material Adverse Effect or a Material Real Estate Impairment.
Compliance with Laws and Litigation. Each member of Company Group is in material compliance with all applicable laws, rules, regulations, ordinances, decrees, orders, judgments, permits and licenses of or from governmental authorities, including, without limitation, those relating to the use and operation of any of the Premises (whether prior or subsequent to the Effective Time). Except as set forth on Schedule 3.9, there are no actions, suits, proceedings or governmental investigations pending or, to the knowledge of any member of Company Group, threatened against Company Group or with respect to the Business, or the Premises, as are currently being conducted, occupied and utilized by each member of Company Group.
