Common use of Compliance with Laws; Authorizations Clause in Contracts

Compliance with Laws; Authorizations. (a) The Company and each of its Subsidiaries have complied with each, and are not in violation of, any law, statute, regulation, rule, ordinance or order (“Laws”) to which the Company or any of its Subsidiaries or their businesses, operations, employees, assets or properties are or have been subject. No event has occurred or circumstances exist that (with or without the passage of time or the giving of notice) may result in a violation of, conflict with or failure on the part of the Company or any of its Subsidiaries to comply with, any Law. Neither the Company nor any of its Subsidiaries has received notice regarding any violation of, conflict with, or failure to comply with, any Law. The execution, delivery, and performance of this Agreement and the other Closing Documents by the Company, and the sale, issuance and delivery of the Securities pursuant hereto will not, with or without the passage of time or giving of notice, result in any such violation, or be in conflict with or constitute a default under any Law. (b) The Company and each of its Subsidiaries owns, holds, possesses or lawfully uses in the operation of their respective business all franchises, licenses, permits and registrations (“Authorizations”) which are required or otherwise necessary for them to conduct their business as currently conducted or as proposed to be conducted or for the ownership and use of the assets owned or used by them in the conduct of their business, free and clear of all Liens. Such Authorizations are valid and in full force and effect and none of such Authorizations will be terminated or impaired or become terminable as a result of the transactions contemplated by this Agreement or the other Closing Documents. All Authorizations are listed in Schedule 4.15(b). No event has occurred or circumstances exist that (with or without the passage of time or the giving of notice) may result in a violation of, conflict with, failure on the part of the Company or any of its Subsidiaries to comply with the terms of, or the revocation, withdrawal, termination, cancellation, suspension or modification of any Authorization. Neither the Company nor any of its Subsidiaries has received notice regarding any violation of, conflict with, failure to comply with the terms of, or any revocation, withdrawal, termination, cancellation, suspension or modification of, any Authorization. Neither the Company nor any of its Subsidiaries is in default or has received notice of any claim of default, with respect to any Authorization.

Appears in 2 contracts

Samples: Stock Purchase Agreement (BioAmber Inc.), Stock Purchase Agreement (BioAmber Inc.)

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Compliance with Laws; Authorizations. (a) The Company and each of its Subsidiaries have complied with each, and are not in violation of, any law, statute, regulation, rule, ordinance or order (“Laws”) to which the Company or any of its Subsidiaries or their businesses, operations, employees, assets or properties are or have been subject. No event has occurred or circumstances exist that (with or without the passage of time or the giving of notice) may result in a violation of, conflict with or failure on the part of the Company or any of its Subsidiaries to comply with, any Law. Neither the Company nor any of its Subsidiaries has received notice regarding any violation of, conflict with, or failure to comply with, any Law. The execution, delivery, and performance of this Agreement and the other Closing Loan Documents by the Company, and the sale, issuance and delivery of the Securities pursuant hereto and of the issuance and delivery of the Conversion Shares, will not, with or without the passage of time or giving of notice, result in any such violation, or be in conflict with or constitute a default under any Law. (b) The Company and each of its Subsidiaries owns, holds, possesses or lawfully uses in the operation of their respective business all franchises, licenses, permits and registrations (“Authorizations”) which are required or otherwise necessary for them to conduct their business as currently conducted or as proposed to be conducted or for the ownership and use of the assets owned or used by them in the conduct of their business, free and clear of all Liens. Such Authorizations are valid and in full force and effect and none of such Authorizations will be terminated or impaired or become terminable as a result of the transactions contemplated by this Agreement or the other Closing Loan Documents. All Authorizations are listed in Schedule 4.15(b5.15(b). No event has occurred or circumstances exist that (with or without the passage of time or the giving of notice) may result in a violation of, conflict with, failure on the part of the Company or any of its Subsidiaries to comply with the terms of, or the revocation, withdrawal, termination, cancellation, suspension or modification of any Authorization. Neither the Company nor any of its Subsidiaries has received notice regarding any violation of, conflict with, failure to comply with the terms of, or any revocation, withdrawal, termination, cancellation, suspension or modification of, any Authorization. Neither the Company nor any of its Subsidiaries is in default or has received notice of any claim of default, with respect to any Authorization.

Appears in 1 contract

Samples: Secured Convertible Note and Warrant Purchase Agreement (BioAmber Inc.)

Compliance with Laws; Authorizations. (a) The Company and each of its Subsidiaries have complied with each, and are not in violation of, any law, statute, regulation, rule, ordinance or order (“Laws”) to which the Company or any of its Subsidiaries or their businesses, operations, employees, assets or properties are or have been subject. No event has occurred or circumstances exist that (with or without the passage of time or the giving of notice) may result in a violation of, conflict with or failure on the part of the Company or any of its Subsidiaries to comply with, any Law. Neither the Company nor any of its Subsidiaries has received notice regarding any violation of, conflict with, or failure to comply with, any Law. The execution, delivery, and performance of this Agreement and the other Closing Loan Documents by the Company, and the sale, issuance and delivery of the Securities pursuant hereto and of the issuance and delivery of the Conversion Shares, will not, with or without the passage of time or giving of notice, result in any such violation, or be in conflict with or constitute a default under any Law. (b) The Company and each of its Subsidiaries owns, holds, possesses or lawfully uses in the operation of their respective business all franchises, licenses, permits and registrations (“Authorizations”) which are required or otherwise necessary for them to conduct their business as currently conducted or as proposed to be conducted or for the ownership and use of the assets owned or used by them in the conduct of their business, free and clear of all Liens. Such Authorizations are valid and in full force and effect and none of such Authorizations will be terminated or impaired or become terminable as a result of the transactions contemplated by this Agreement or the other Closing Documents. All Authorizations are listed in Schedule 4.15(b). No event has occurred or circumstances exist that (with or without the passage of time or the giving of notice) may result in a violation of, conflict with, failure on the part of the Company or any of its Subsidiaries to comply with the terms of, or the revocation, withdrawal, termination, cancellation, suspension or modification of any Authorization. Neither the Company nor any of its Subsidiaries has received notice regarding any violation of, conflict with, failure to comply with the terms of, or any revocation, withdrawal, termination, cancellation, suspension or modification of, any Authorization. Neither the Company nor any of its Subsidiaries is in default or has received notice of any claim of default, with respect to any Authorization.all

Appears in 1 contract

Samples: Secured Convertible Note and Warrant Purchase Agreement

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Compliance with Laws; Authorizations. (a) The Company and each of its Subsidiaries have has complied in all material respects with each, and are is not in violation of, any law, statute, regulation, rule, ordinance or order (“Laws”) ), including environmental Laws, to which the Company or any of its Subsidiaries or their businessesbusiness, operations, employees, assets or properties are or have been subject. No event has occurred or circumstances exist that (with or without the passage of time or the giving of notice) may result in a material violation of, conflict with or failure on the part of the Company or any of its Subsidiaries to comply with, any Law. Neither the The Company nor any of its Subsidiaries has not received notice regarding any violation of, conflict with, or failure to comply with, any Law. The execution, delivery, and performance of this Agreement and the other Closing Documents Related Agreements by the Company, and the sale, issuance and delivery of the Securities Shares pursuant hereto and of the issuance and delivery of the Conversion Shares pursuant to the Restated Charter, will not, with or without the passage of time or giving of notice, result in any such violation, or be in conflict with or constitute a default under any Law. (b) The Company and each of its Subsidiaries owns, holds, possesses or lawfully uses in the operation of their respective its business all franchises, licenses, permits and registrations (“Authorizations”) which are required or otherwise necessary for them it to conduct their its business as currently conducted or as proposed to be conducted or for the ownership and use of the assets owned or used by them the Company in the conduct of their its business, free and clear of all Liens, other than Permitted Liens. Such Authorizations are valid and in full force and effect and none of such Authorizations will be terminated or impaired or become terminable as a result of the transactions contemplated by this Agreement or the other Closing DocumentsRelated Agreements. All Authorizations are listed in Schedule 4.15(b3.15(b). No event has occurred or circumstances exist that (that, with or without the passage of time or the giving of notice) , may result in a violation of, conflict with, failure on the part of the Company or any of its Subsidiaries to comply with the terms of, or the revocation, withdrawal, termination, cancellation, suspension or modification of any Authorization. Neither the The Company nor any of its Subsidiaries has not received notice regarding any violation of, conflict with, failure to comply with the terms of, or any revocation, withdrawal, termination, cancellation, suspension or modification of, any Authorization. Neither the The Company nor any of its Subsidiaries is not in default or and has not received notice of any claim of default, with respect to any Authorization.

Appears in 1 contract

Samples: Series a 1 Preferred Stock Purchase Agreement (Winmark Corp)

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