Compliance with Laws; Governmental Approvals and Consents; Governmental Contracts. (a) Except as disclosed in Schedule 3.9(a), Seller has complied in all respects with all Applicable Laws applicable to the Business or the Assets, except for any non-compliance that has not had or would not result in, individually or in the aggregate, a Material Adverse Effect.
(b) Schedule 3.9(b) sets forth all Governmental Approvals and other Consents necessary for, or otherwise material to, the conduct of the Business as conducted by Seller. Except as set forth in Schedule 3.9(b), all such Governmental Approvals and Consents have been duly obtained and are in full force and effect, and Seller is in compliance in all material respects with each of such Governmental Approvals and Consents held by it with respect to the Assets and the Business.
(c) Schedule 3.9(c) sets forth all Contracts with any Governmental Authority.
Compliance with Laws; Governmental Approvals and Consents; Governmental Contracts. (a) Except for items disclosed in Schedule 3.1.9(a), with respect to which Transferor has Adequate Reserves, since the Audited Balance Sheet Date, Transferor has complied in all material respects with all Applicable Laws applicable to the Business or the Assets, and Transferor has not received any notice alleging any such conflict, violation, breach or default.
(b) Except for items set forth in Schedule 3.1.9(b), with respect to which Transferor has Adequate Reserves, all Governmental Approvals and Consents necessary for or otherwise material to the conduct of the Business have been duly obtained and are in full force and effect, and Transferor is in material compliance with each of such Governmental Approvals and Consents held by it with respect to the Assets and the Business.
(c) To the Knowledge of Transferor, there are no proposed laws, rules, regulations, ordinances, orders, judgments, decrees, governmental takings, condemnations or other proceedings which would be applicable to the business, operations or properties of Transferor and which might adversely affect the properties, assets, liabilities, operations or prospects of Transferor, either before or after the Closing Date.
Compliance with Laws; Governmental Approvals and Consents; Governmental Contracts. (i) Except as disclosed in Schedule 3.1(i)(i), MTI has complied in all material respects with all Applicable Laws applicable to the Fuel Cell Business or the Assets, and MTI has not received any notice alleging any such conflict, violation, breach or default.
(ii) Schedule 3.1(i)(ii) sets forth all Governmental Approvals and other Consents necessary for, or otherwise material to, the conduct of the Fuel Cell Business. Except as set forth in Schedule 3.1(i)(ii), all such Governmental Approvals and Consents have been duly obtained and are in full force and effect, and MTI is in compliance with each of such Governmental Approvals and Consents held by it with respect to the Assets and the Fuel Cell Business.
(iii) Schedule 3.1(i)(iii) sets forth all Government Contracts.
(iv) Except as set forth in Schedule 3.1(iv)(iv), to MTI's Knowledge as of the Contribution Date, there are no proposed laws, rules, regulations, ordinances, orders, judg- ments, decrees, governmental takings, condemnations or other proceedings which would be applicable to the business, operations or properties of the Fuel Cell Business and which might adversely affect the properties, assets, liabilities, operations or prospects of the Fuel Cell Business, either before or after the Contribution Date.
Compliance with Laws; Governmental Approvals and Consents; Governmental Contracts. (a) Except as disclosed in Schedule 3.1.9
(a) since February 1, 2006, Seller has complied in all material respects with all Applicable Laws applicable to the Business or the Assets, and Seller has not received any notice alleging any such conflict, violation, breach or default.
(b) Schedule 3.1.9(b) sets forth all Governmental Approvals and other Consents necessary for, or otherwise material to, the conduct of the Business and the ownership and use of the Assets. Except as set forth in Schedule 3.1.9(b), all such Governmental Approvals and Consents have been duly obtained and are in full force and effect, and Seller is in compliance with each of such Governmental Approvals and Consents held by it with respect to the Assets and the Business.
(c) Schedule 3.1.9(c) sets forth all Contracts with any Governmental Authority.
(d) To Seller’s Knowledge, there are no proposed laws, rules, regulations, ordinances, orders, judgments, decrees, governmental takings, condemnations or other proceedings which would be applicable to the business, operations or properties of Seller and which might adversely affect the properties, assets, liabilities, operations or prospects of Seller, either before or after the Closing Date. CONFIDENTIAL (11.10.06) Page 8 of 34 BUYER: ___ SELLER: ___
Compliance with Laws; Governmental Approvals and Consents; Governmental Contracts. (a) Except as disclosed in Schedule 3.1.9
(a) since January 1, 1999, to the best of its knowledge after due inquiry, Medi-Flex has complied in all material respects with all applicable laws applicable to the Business or the Assets, and has not received any notice alleging any such conflict, violation, breach or default.
(b) Schedule 3.1.9(b) sets forth all governmental approvals and other consents necessary for, or otherwise material to, the conduct of the Business. Except as set forth in Schedule 3.1.9(b), all such governmental approvals and consents have been duly obtained and are in full force and effect, and Medi-Flex is in full compliance with each of such governmental approvals and consents held by it with respect to the Assets and the Business.
(c) Schedule 3.1.9(c) sets forth all contracts with any governmental authority.
Compliance with Laws; Governmental Approvals and Consents; Governmental Contracts. (a) Except as disclosed in Schedule 3.1.9(a), since August 7, 2001, to the knowledge of MD Industries, MD Industries has complied in all material respects with all laws applicable to the Business or the Assets, and has not received any notice alleging any such conflict, violation, breach or default.
(b) Schedule 3.1.9(b) sets forth all governmental approvals and other consents necessary for, or otherwise material to, the conduct of the Business. Except as set forth in Schedule 3.1.9(b), all such governmental approvals and consents have been duly obtained and are in full force and effect, and MD Industries is in full compliance with each of such governmental approvals and consents held by it with respect to the Assets and the Business.
(c) Schedule 3.1.9(c) sets forth all contracts with any governmental authority to which MD Industries is a party.
Compliance with Laws; Governmental Approvals and Consents; Governmental Contracts. (a) Except as disclosed in Schedule 4.9(a), to the Knowledge of the Shareholders, each Acquired Company has complied in all material respects with all Applicable Laws, and no Acquired Company has received any notice alleging any such conflict, violation, breach or default.
(b) To the Knowledge of the Shareholders, Schedule 4.9(b) sets forth all Governmental Approvals and other Consents necessary for, or otherwise material to, the -19- 24 business of the Acquired Companies. Except as set forth in Schedule 4.9(b), all such Governmental Approvals and Consents have been duly obtained and are in full force and effect, and each Acquired Company is in material compliance with each of such Governmental Approvals and Consents held by it.
(c) Schedule 4.9(c) sets forth all Contracts with any Governmental Authority.
(d) To the Knowledge of the Shareholders, there are no proposed laws, rules, regulations, ordinances, orders, judgments, decrees, governmental takings, condemnations or other proceedings which would be applicable to the business, operations or properties of any Acquired Company and which might adversely affect the properties, assets, liabilities, operations or prospects of any Acquired Company, either before or after the Closing Date.
(e) To the Knowledge of the Shareholders, none of the Shareholders or the Acquired Companies, nor any director, officer, agent, partner or employee thereof or any other person associated with or acting for or on behalf of the Shareholders or the Acquired Companies, has directly or indirectly (a) made or agreed to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment (whether in cash or otherwise) to any person, private or public, regardless of form, whether in money, property, or services, in violation of any Applicable Law, rule or regulation (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment for business secured, (iii) to obtain special concessions or for special concessions already obtained, for or in respect of any Acquired Company, or (iv) to pay for any lobbying or similar services or (b) established or maintained any fund or asset that has not been recorded in the books and records of the Acquired Companies.
Compliance with Laws; Governmental Approvals and Consents; Governmental Contracts. (a) Except as disclosed in Schedule 3.1.9
(a) since January 1, 1996, to the best of its knowledge after due inquiry, Acme has complied in all material respects with all applicable laws applicable to the Business or the Assets, and has not received any notice alleging any such conflict, violation, breach or default.
(b) Schedule 3.1.9(b) sets forth all governmental approvals and other consents necessary for, or otherwise material to, the conduct of the Business. Except as set forth in Schedule 3.1.9(b), all such governmental approvals and consents have been duly obtained and are in full force and effect, and Acme is in full compliance with each of such governmental approvals and consents held by it with respect to the Assets and the Business.
(c) Schedule 3.1.9
Compliance with Laws; Governmental Approvals and Consents; Governmental Contracts a. Except as disclosed in Schedule 3.1.9(a), USC and each Subsidiary have, to the best of its knowledge, after investigation, complied in all material respects with all Applicable Laws applicable to or otherwise in any manner affecting it, and neither USC nor any Subsidiary has received any notice alleging any failure to so comply. b. Schedule 3.1.9(b) sets forth all Governmental Approvals and other Consents necessary for, or otherwise material to, the conduct of the business of USC and each Subsidiary. Except as set forth in Schedule 3.1.9(b), all such Governmental Approvals and Consents have been duly obtained and are in full force and effect, and, to the best knowledge of USC after investigation, USC and each Subsidiary are in compliance with each of such Governmental Approvals and Consents held by them.
Compliance with Laws; Governmental Approvals and Consents; Governmental Contracts. Except as disclosed in Schedule 3.1(i), since January 1, 1994, Seller has complied in all material respects with all Applicable Laws applicable to the Business or the Assets, and Seller has not received any notice alleging any such conflict, violation, breach or default.
