Compliance with Laws; Government Authorizations. (a) Except as set forth on Schedule 4.12(a), each Seller is in compliance in all material respects with each material Legal Requirement that is applicable to the conduct or operation of the Business or the ownership of the Purchased Assets.
(b) Except as set forth on Schedule 4.12(b), no Seller has received any written notice from any Government Authority or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any Legal Requirement applicable to the Business.
(c) Except as set forth on Schedule 4.12(c), each License Agreement sets forth provisions requiring the Licensee to manufacture, label, tag, package, merchandise, promote, sell, distribute and advertise its licensed products in accordance with all applicable national, state and local laws and regulations, and not to manufacture such licensed products with slave, child or prison labor.
(d) Each Seller possesses all material Government Authorizations necessary for the ownership of its properties and the conduct of the Business as currently conducted. Further, (i) to the Sellers’ Knowledge, all such Government Authorizations are in full force and effect and (ii) no Seller has received any written notice of any event, inquiry, investigation or proceeding threatening the validity of such Government Authorizations.
Compliance with Laws; Government Authorizations. (a) To their Knowledge, each of the Company and the Subsidiaries has materially complied with all applicable Laws and Governmental Orders. Neither the Company nor any Subsidiary is relying on any exemption from or deferral of any Law, Governmental Order or Governmental Authorization that would not be available to it after the Closing.
(b) To their Knowledge, each of the Company and the Subsidiaries has in full force and effect all Governmental Authorizations necessary to conduct its business and own and operate its properties. To their Knowledge, each of the Company and the Subsidiaries has materially complied with all Governmental Authorizations applicable to it.
(c) Neither the Company nor any Subsidiary has offered, authorized, promised, made or agreed to make gifts of money, other property or similar benefits (other than incidental gifts of articles of nominal value) to any actual or potential customer, supplier, governmental employee, political party, political party official or candidate, official of a public international organization or any other Person in a position to assist or hinder the Company or any Subsidiary in connection with any actual or proposed transaction, other than payments required or permitted by the laws of the applicable jurisdiction and in compliance with the U.S. Foreign Corrupt Practices Act.
(d) Neither the Company nor any Subsidiary has received any inquiry, notice or directive to plug or abandon any well from a lessor or a Governmental Entity.
(e) Neither the Company nor any Subsidiary has now, or has had in the past, any legal obligation to file any form, report, schedule, proxy statement or other document with the SEC, and the Company has not filed with the SEC any such form, report, schedule, proxy statement or other document.
Compliance with Laws; Government Authorizations. (a) The Company has complied with all applicable Laws and Governmental Orders, except where such failure to so comply would not have a Material Adverse Effect upon the Company. The Company is not relying on any exemption from or deferral of any Law, Governmental Order or Governmental Authorization that would not be available to it after the Closing.
(b) The Company has in full force and effect all Governmental Authorizations necessary to conduct its business and own and operate its properties. Schedule 4.18(b) lists each Governmental Authorization held by the Company. The Company has complied with all Governmental Authorizations applicable to it.
(c) The Company has not offered, authorized, promised, made or agreed to make gifts of money, other property or similar benefits (other than incidental gifts of articles of nominal value) to any actual or potential customer, supplier, governmental employee, political party, political party official or candidate, official of a public international organization or any other Person in a position to assist or hinder the Company in connection with any actual or proposed transaction, other than payments required or permitted by the Laws of the applicable jurisdiction and in compliance with the U.S. Foreign Corrupt Practices Act.
Compliance with Laws; Government Authorizations. (a) Seller has complied with all applicable Laws and Governmental Orders, including but not limited to the Medicare and Medicaid fraud and abuse provisions of the Social Security Act, the Civil Monetary Penalties Law of the Social Security Act, the so-called “Sxxxx” law, 42 USC Section 1395nn, or any other federal or state law, statute, rule or regulation prohibiting rebates, kickbacks, fee- splitting or other financial incentives or inducements, including but not limited to providing products or services below cost for the referral or continuation of business. Seller is not, to the best knowledge of Seller, under investigation by the Office of Inspector General of the Department of Health and Human Services or other federal or state investigatory or regulatory body or agency relating to their business activities, nor is Parent or Seller aware of any state of facts which could reasonably be likely to subject any of them to a claim for civil penalties, criminal fines or other sanctions with respect to a violation or claimed violation of any such laws or regulations relating to the conduct of their business. Seller is not relying on any exemption from or deferral of any Law, Governmental Order or Governmental Authorization that would not be available to it after the Closing.
(b) Seller has in full force and effect all Governmental Authorizations necessary to conduct its business and own and operate its properties in all states in which it conducts business and is also a participant in the Medicare program and the Medicaid programs of the states listed in Section 4.17(a). Schedule 4.17(a) lists each Governmental Authorization held by Seller. Seller has complied with all Governmental Authorizations applicable to it.
(c) Seller has not offered, authorized, promised, made or agreed to make gifts of money, other property or similar benefits (other than incidental gifts of articles of nominal value) to any actual or potential customer, supplier, governmental employee, political party, political party official or candidate, official of a public international organization or any other Person in a position to assist or hinder Seller in connection with any actual or proposed transaction, other than payments required or permitted by the Laws of the applicable jurisdiction and in compliance with the U.S. Foreign Corrupt Practices Act.
(d) Seller has conducted its import and export transactions in accordance with applicable provisions of export control Laws, including an...
Compliance with Laws; Government Authorizations. (a) No Issuer Party or Subsidiary of any Issuer Party has violated any Law, which violation has had or could reasonably be expected to have a Material Adverse Effect, and no Issuer Party or Subsidiary of any Issuer Party has received written notice of any such violation. No Issuer Party, Subsidiary of any Issuer Party, or any of its respective officers, directors, or managers has ever been denied a state or federal license of any nature or kind whatsoever with respect to the business of any Issuer Party or Subsidiary of any Issuer Party. During the past ten (10) years, no Governmental Body or other third party has imposed any adverse legal actions upon any Issuer Party, any Subsidiary of any Issuer Party, or any of its respective officers, directors, or managers, including any conviction, fines, penalties, exclusion, revocation or suspension, other than for misdemeanors.
(b) The attached Government Authorizations Schedule contains a complete and accurate list of each governmental authorization that is held by Issuer Parties and their Subsidiaries or that otherwise relates to the business of, or to any of the assets owned or used by, Issuer Parties and their Subsidiaries. Each governmental authorization listed or required to be listed in the Government Authorizations Schedule is valid and in full force and effect. Except as clearly set forth in the Government Authorizations Schedule: (i) Issuer Parties and their Subsidiaries are, and at all times have been, in full compliance with all of the terms and requirements of each governmental authorization identified or required to be identified in the Government Authorizations Schedule; (ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of, or result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any governmental authorization listed or required to be listed in the Government Authorizations Schedule; (iii) no Issuer Party or Subsidiary of any Issuer Party has received, at any time, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any governmental authorization, or any actual, proposed, possible, or poten...
Compliance with Laws; Government Authorizations. (a) Except as set forth on Schedule 4.14, Seller is in full compliance with each Legal Requirement that is applicable or to the conduct or operation of the Business or the ownership of the Purchased Assets, except for such non-compliance, individually or in the aggregate, as has not had and would not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 4.14, Seller has not received any notice from any Governmental Authority or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any material Legal Requirement applicable to the Business.
(b) The Seller possesses all Government Authorizations necessary for the ownership of its properties and the conduct of its business as currently conducted, except for such exceptions, as, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. Further, (i) to the Seller’s Knowledge, all such Government Authorizations are in full force and effect and (ii) the Seller has not received any written notice of any event, inquiry, investigation or proceeding threatening the validity of such Government Authorizations.
Compliance with Laws; Government Authorizations. Except as otherwise described in Exhibit 15H hereto, the Holding Company and First Federal are in compliance in all material respects with all statutes, laws, ordinances, rules, regulations, judgments, orders and decrees which apply to their business or properties. All permits, concessions, grants, franchises, licenses and other governmental authorizations and approvals necessary for the conduct of the business of the Holding Company and First Federal have been duly obtained and are in full force and effect, and there are no proceedings pending or, to the knowledge of the Holding Company or First Federal, threatened, which may result in the revocation, cancellation or suspension, or any materially adverse modification, of any thereof. The consummation of the Merger Conversion and the other transactions contemplated hereby and by the Plan will not result in any such revocation, cancellation, suspension or modification.
Compliance with Laws; Government Authorizations. Except as otherwise described in Exhibit 16J hereto, Neodesha is in compliance in all material respects with all statutes, laws, ordinances, rules, regulations, judgments, orders and decrees which apply to its business or properties. All permits, concessions, grants, franchises, licenses and other governmental authorizations and approvals necessary for the conduct of the business of Neodesha have been duly obtained and are in full force and effect, and there are no proceedings pending or, to Neodesha's knowledge, threatened which may result in the revocation, cancellation or suspension, or any materially adverse modification, of any thereof. The consummation of the Merger Conversion and the other transactions contemplated hereby and by the Plan will not result in any such revocation, cancellation, suspension or modification.
Compliance with Laws; Government Authorizations. (a) Each of the Companies has materially complied with all applicable Laws and Governmental Orders to conduct its business in the Ordinary Course of Business. No Company is relying on any exemption from or deferral of any Law, Governmental Order or Governmental Authorization that would not be available to it after the Closing.
(b) Each of the Companies have in full force and effect all Governmental Authorizations materially necessary to conduct its business and own and operate its properties.
(c) No Company has offered, authorized, promised, made or agreed to make gifts of money, other property or similar benefits (other than incidental gifts of articles of nominal value) to any actual or potential customer, supplier, governmental employee, political party, political party official or candidate, official of a public international organization or any other Person in a position to assist or hinder any of the Companies in connection with any actual or proposed transaction, other than payments required or permitted by the Laws of the applicable jurisdiction and in compliance with the Anticorruption Laws.
Compliance with Laws; Government Authorizations. (a) Except as set forth on Schedule 4.10(a), the Sellers are in compliance in all material respects with each Legal Requirement that is applicable to the conduct or operation of the Business or the ownership of the Purchased Contracts.
(b) Except as set forth on Schedule 4.10(b), the Sellers have not received any written notice from any Government Authority or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any Legal Requirement applicable to the Business.
(c) Except as set forth on Schedule 4.10(c), the Sellers possess all Government Authorizations necessary for the ownership of their properties and the conduct of the Business as currently conducted. Further, except as set forth on Schedule 4.10(c) (i) all such Government Authorizations are in full force and effect and (ii) the Sellers have not received any written notice of any event, inquiry, investigation or proceeding threatening the validity of such Government Authorizations.
