Common use of Compliance With Laws; Government Authorization Clause in Contracts

Compliance With Laws; Government Authorization. (a) Fitmedia has complied with all federal, state, county and local laws, ordinances, regulations, inspections, orders, judgments, injunctions, awards or decrees applicable to it or its business, including federal and state securities laws, except where the failure to so comply would not have a material adverse effect on the business or financial condition of Fitmedia. To the best knowledge of Fitmedia, it is not under investigation by any federal, state, county or local authorities, including the Commission. Fitmedia has not received notification from any federal, state, county, or local authorities, including the Commission, that it or any of its officers or directors will be the subject of a legal action or that the Commission’s Division of Enforcement will be recommending to the Commission that a Federal District Court or Commission administrative action or any other action be filed or taken against Fitmedia and its officers, directors and beneficial owners. (b) Fitmedia has all licenses, franchises, permits, and other governmental authorizations that are legally required to enable it to conduct its business in all material respects as conducted on the date of this Agreement. No authorization, approval, consent, or order of, or registration, declaration, or filing with, any court or other governmental body is required in connection with the execution and delivery by Fitmedia of this Agreement.

Appears in 2 contracts

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

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Compliance With Laws; Government Authorization. (a) Fitmedia FitMedia has complied with all federal, state, county and local laws, ordinances, regulations, inspections, orders, judgments, injunctions, awards or decrees applicable to it or its business, including federal and state securities laws, except where the failure to so comply would not have a material adverse effect on the business or financial condition of Fitmedia. To the best knowledge of Fitmedia, it FitMedia is not under investigation by any federal, state, county or local authorities, including the Commission. Fitmedia FitMedia has not received notification from any federal, state, county, or local authorities, including the Commission, that it or any of its officers or directors will be the subject of a legal action or that the Commission’s Division of Enforcement will be recommending to the Commission that a Federal District Court or Commission administrative action or any other action be filed or taken against Fitmedia FitMedia and its officers, directors and beneficial owners. To the best knowledge of FitMedia, none of its officers, directors or principal shareholders is under any investigation of the type described above. (b) Fitmedia FitMedia has all licenses, franchises, permits, and other governmental authorizations that are legally required to enable it to conduct its business in all material respects as conducted on the date of this Agreement. , except where failure to do so would not have a material adverse effect on its business, No authorization, approval, consent, or order of, or registration, declaration, or filing with, any court or other governmental body is required in connection with the execution and delivery by Fitmedia FitMedia of this AgreementAgreement and the consummation by FitMedia of the transactions contemplated hereby.

Appears in 1 contract

Samples: Share Exchange Agreement (Fitmedia Inc.)

Compliance With Laws; Government Authorization. (a) Fitmedia FitMedia has complied with all federal, state, county and local laws, ordinances, regulations, inspections, orders, judgments, injunctions, awards or decrees applicable to it or its business, including federal and state securities laws, except where the failure to so comply would not have a material adverse effect on the business or financial condition of Fitmedia. To the best knowledge of Fitmedia, it FitMedia is not under investigation by any federal, state, county or local authorities, including the Commission. Fitmedia FitMedia has not received notification from any federal, state, county, or local authorities, including the Commission, that it or any of its officers or directors will be the subject of a legal action or that the Commission’s Division of Enforcement will be recommending to the Commission that a Federal District Court or Commission administrative action or any other action be filed or taken against Fitmedia FitMedia and its officers, directors and beneficial owners. To the best knowledge of FitMedia, none of its officers, directors or principal shareholders is under any investigation of the type described above. (b) Fitmedia FitMedia has all licenses, franchises, permits, and other governmental authorizations that are legally required to enable it to conduct its business in all material respects as conducted on the date of this Agreement, except where failure to do so would not have a material adverse effect on its business, operations, properties, assets or condition. No authorization, approval, consent, or order of, or registration, declaration, or filing with, any court or other governmental body is required in connection with the execution and delivery by Fitmedia FitMedia of this AgreementAgreement and the consummation by FitMedia of the transactions contemplated hereby.

Appears in 1 contract

Samples: Share Exchange Agreement (Fitmedia Inc.)

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Compliance With Laws; Government Authorization. (a) Fitmedia Seller has complied with all federal, state, county and local laws, ordinances, regulations, inspections, orders, judgments, injunctions, awards or decrees applicable to it or its business, including federal and state securities laws, except where the failure to so comply would not have a material adverse effect on the business or financial condition of FitmediaSeller. To the best knowledge of FitmediaSeller, it is not under investigation by any federal, state, county or local authorities, including the Commission. Fitmedia Seller has not received notification from any federal, state, county, or local authorities, including the Commission, that it or any of its officers or directors will be the subject of a legal action or that the Commission’s Division of Enforcement will be recommending to the Commission that a Federal District Court or Commission administrative action or any other action be filed or taken against Fitmedia Seller and its officers, directors and beneficial owners. (b) Fitmedia Seller has all licenses, franchises, permits, and other governmental authorizations that are legally required to enable it to conduct its business in all material respects as conducted on the date of this Agreement. No authorization, approval, consent, or order of, or registration, declaration, or filing with, any court or other governmental body is required in connection with the execution and delivery by Fitmedia Seller of this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Pokertek, Inc.)

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