Compliance with Laws and Regulations; Governmental Licenses, Etc. Sellers are in compliance with all applicable Laws or Decrees with respect to or affecting the Business or the Assets, the Assumed Liabilities or the Intellectual Property, including, without limitation, Laws or Decrees relating to anticompetitive or unfair pricing or trade practices, false advertising, consumer protection, export or import controls, government contracting, occupational health and safety, equal employment opportunities, fair employment practices, and sex, race, religious and age discrimination, except for such failure to comply as which would not result in a Material Adverse Effect on the Business, the Assets, the Assumed Liabilities or the Intellectual Property. Sellers are not subject to any order, injunction or decree issued by any Governmental Entity which could impair the ability of Sellers to consummate the transactions contemplated herein or which could adversely affect Purchaser’s conduct of the Business or its use and enjoyment of the Assets or the Intellectual Property from and after the Closing Date. Sellers possess all Permits which are required in order for Sellers to operate the Business as presently conducted, and is in compliance with all such Permits. Schedule 4.9 to this Agreement contains a complete list of such Permits held by Sellers relating to the Business, the date of expiration of each such Permit, and whether each such Permit is transferable. Neither the sale and transfer of the Assets pursuant to this Agreement, nor Purchaser’s possession and use thereof from and after the Closing Date because of such sale and transfer, will result in the imposition of any liability upon Purchaser for appraisal rights or other liability owing to any shareholder of the Company.
Compliance with Laws and Regulations; Governmental Licenses, Etc. To the knowledge of Seller, each of Seller and its Subsidiaries and the Real Property and the Improvements are in compliance in all material respects with all statutes, laws, rules and regulations with respect to or affecting the Real Property, the Improvements and Purchaser's continued use and enjoyment of the Purchased Assets, including, without limitation, laws, rules and regulations relating to occupational health and safety, equal employment opportunities, fair employment practices, and sex, race, religious and age discrimination. Neither Seller nor its Subsidiaries is subject to any order, injunction or decree issued by any governmental body,
Compliance with Laws and Regulations; Governmental Licenses, Etc. To the best of the Knowledge of the Founders and Seller, Seller is in compliance in all material respects with all statutes, laws, rules and regulations with respect to or affecting Purchaser's use and enjoyment of the Purchased Assets, including, without limitation, laws, rules and regulations relating to occupational health and safety, equal employment opportunities, fair employment practices, and sex, race, religious and age discrimination. To the best of the Knowledge of the Founders and Seller, Seller has received no notice to the contrary that, (i) Seller is not subject to any order, injunction or decree issued by any governmental body, agency, authority or court which could impair the ability of Seller to consummate the transactions contemplated hereby or which could materially adversely affect Purchaser's use and enjoyment of the Purchased Assets, and (ii) Seller possesses all licenses, permits and governmental or other regulatory approvals and authorizations which are required in order for Seller to operate the Business as presently conducted, and is in compliance in all material respects with all such licenses, permits, approvals and authorizations.
Compliance with Laws and Regulations; Governmental Licenses, Etc. [ Seller is in compliance with all applicable Laws or Decrees (as defined in Section 1.1), including, without limitation, Laws or Decrees relating to online gambling, games of skill, games of chance, anticompetitive or unfair pricing or trade practices, false advertising, consumer protection, export or import controls, government contracting, occupational health and safety, equal employment opportunities, fair employment practices, and sex, race, religious and age discrimination, except for such failure to comply as which would not reasonably be expected to result in a Material Adverse Effect on the Business. Seller is not subject to any order, injunction or decree issued by any Governmental Entity which materially impairs the ability of Seller to consummate the transactions contemplated herein. Seller possesses all Permits which are required in order for Seller to operate the Business as presently conducted, and is in compliance with all such Permits. Schedule 4.8 to this Agreement contains a complete list of such Permits held by Seller relating to the Business, and whether each such Permit is transferable. Neither the sale and transfer of the Assets pursuant to this Agreement, nor Parent or Purchaser’s possession and use thereof from and after the Closing Date because of such sale and transfer will: (a) violate any law pertaining to bulk sales or transfers or to the effectiveness of bulk sales or transfers as against creditors of Seller or (b) result in the imposition of any liability upon Parent or Purchaser for appraisal rights or other liability owing to any shareholder of Seller. Without limiting the generality of the foregoing, the provisions of Division 6 of the California Commercial Code (Sections 6101 through 6111) (the “California Bulk Sales Act”) are not applicable to the transactions contemplated by this Agreement. Neither Seller’s principal business is the sale of inventory (as defined in Section 6102(b)(3) of the California Uniform Commercial Code) from stock.
Compliance with Laws and Regulations; Governmental Licenses, Etc. Except as set forth in the RTI SEC Reports, to RTI's knowledge, RTI, the Real Property and the Improvements are in compliance in all material respects with all statutes, laws, rules and regulations with respect to or affecting the Real Property, the Improvements and Sterigenics' use and enjoyment of the Personal Property, including, without limitation, laws, rules and regulations relating to occupational health and safety, equal employment opportunities, fair employment practices, and sex, race, religious and age discrimination, except where the failure to comply would not have a material adverse effect on RTI. RTI is not subject to any order, injunction or decree issued by any governmental body, agency, authority or court which could impair the ability of RTI to consummate the transactions contemplated hereby or which could materially adversely affect Sterigenics' ownership, use and enjoyment of the Personal Property or the value thereof. RTI possesses all licenses, permits and governmental or other regulatory approvals and authorizations which are required in order for RTI to operate the Real Property or to carry on its sterilization business from the Real Property as presently conducted, including, without limitation, all required licenses, permits and approvals of the Nuclear Regulatory Commission ("NRC"), the North Carolina Department of Radiological Health ("NCDRH") and the Food and Drug Administration ("FDA"). RTI is in compliance in all material respects with all such licenses, permits, approvals and authorizations relating to its operations conducted from the Real Property, except where the failure to comply would not have a material adverse effect on RTI.
Compliance with Laws and Regulations; Governmental Licenses, Etc. Except as set forth in the RTI SEC Reports, to RTI's knowledge, each of RTI and its Subsidiaries and each of the Real Properties and the Improvements are in compliance in all material respects with all statutes, laws, rules and regulations with respect to or affecting the Real Properties, the Improvements and Sterigenics' continued use and enjoyment of the Purchased Assets and the assets of the South Jersey Subsidiary, including, without limitation, laws, rules and regulations relating to occupational health and safety, equal employment opportunities, fair employment practices, and sex, race, religious and age discrimination, except where the failure to comply would not have a material adverse effect on RTI. Neither RTI nor its Subsidiaries is subject to any order, injunction or decree issued by any governmental body, agency, authority or court which could impair the ability of RTI to consummate the transactions contemplated hereby or which could materially adversely affect Sterigenics' ownership, use and enjoyment of the Purchased Assets or the assets of the South Jersey Subsidiary or the value thereof. RTI and its
Compliance with Laws and Regulations; Governmental Licenses, Etc. (a) Each Seller is in compliance in all material respects with all statutes, laws, rules and regulations with respect to or affecting the Products or the Purchased Assets and which could reasonably be expected to affect Purchaser’s manufacturing, packaging and distribution of the Products or Purchaser’s use and enjoyment of the Purchased Assets from and after the Closing, including, without limitation, laws, rules and regulations of the U.S. Food and Drug Administration and those relating to anticompetitive or unfair pricing or trade practices, false advertising and consumer protection. Neither Seller is subject to any order, injunction or decree issued by any Governmental Entity which could impair the ability of Sellers to consummate the transactions contemplated hereby or which could adversely affect Purchaser’s manufacturing, packaging and distribution of the Products or Purchaser’s use and enjoyment of the Purchased Assets from and after the Closing.
Compliance with Laws and Regulations; Governmental Licenses, Etc. To Seller's Knowledge, Seller is in compliance with all applicable Laws or Decrees with respect to or affecting the Business, the Assets or the Assumed Liabilities, including, without limitation, Laws or Decrees relating to anticompetitive or unfair pricing or trade practices, false advertising, consumer protection, export or import controls, occupational health and safety, equal employment opportunities, fair employment practices, and sex, race, religious and age discrimination. Seller is not subject to any order, injunction or decree issued by any Governmental Entity which could impair the ability of Seller to consummate the transactions contemplated herein. There are no Permits necessary or required for Purchaser to operate the Business after the Closing Date in substantially the same manner as Seller has operated such businesses prior to the Closing Date, except where the failure to have such a Permit would not have a Material Adverse Effect. Neither the sale and transfer of the Assets pursuant to this Agreement, nor Purchaser's possession and use thereof from and after the Closing Date because
Compliance with Laws and Regulations; Governmental Licenses, Etc. Seller is in compliance in all material respects with all statutes, laws, rules and regulations with respect to or affecting the HBA Business or the Purchased Assets or which could affect Purchaser's conduct of the HBA Business or its use and enjoyment of the Purchased Assets from and after the Closing, including, without limitation, laws, rules and regulations relating to anticompetitive or unfair pricing or trade practices, false advertising, consumer protection, export or import controls, occupational health and safety, equal employment opportunities, fair employment practices, and sex, race, religious and age discrimination. Seller is not subject to any order, injunction or decree issued by any governmental body, agency, authority or court which could impair the ability of Seller to consummate the transactions contemplated hereby or which could adversely affect Purchaser's conduct of the HBA Business or its use and enjoyment of the Purchased Assets from and after the Closing. Seller possesses all licenses, permits and governmental or other regulatory approvals and authorizations which are required in order for Seller to operate the HBA Business as presently conducted, and is in compliance in all material respects with all such licenses, permits, approvals and authorizations.
Compliance with Laws and Regulations; Governmental Licenses, Etc. Seller is not subject to any order, injunction or decree issued by any Governmental Entity which could impair the ability of Seller to consummate the transactions contemplated herein or which could adversely affect Purchaser’s conduct of the Business or its use and enjoyment of the Acquired Assets, the Seller Intellectual Property or the Third Party Intellectual Property from and after the Closing Date. Seller possesses all Permits which are required in order for Seller to operate the Business as presently conducted, and is in compliance with all such Permits. Section 4.9 of the Seller Disclosure Schedule contains a complete list of such Permits held by Seller relating to the Business, the date of expiration of each such Permit, and whether each such Permit is transferable.
