Compliance with Laws; Governmental Authorizations. 1.23.1 The Company is, and has at all times been, in compliance materially with all applicable Laws, except where non-compliance could not reasonably be expected to result in Material Adverse Effect. The Company has not received any notice or other communication from any Governmental Body or any other Person regarding (i) any actual, alleged, possible or potential material violation of, or failure to materially comply with, any Law; or (ii) any actual, alleged, possible or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any cleanup or any remedial, corrective or response action of any nature under any applicable Law. The Company has provided to the Buyer a true, correct and complete copy of each report, study, survey or other document to which the Company has access that addresses or otherwise relates to the compliance of the Company with, or the applicability to the Company of, any Laws. To the knowledge of the Vendor, no Governmental Body has proposed or is considering any Law that, if adopted or otherwise put into effect, (A) may have an adverse effect on the business, condition, assets, liabilities, operations, financial performance, net income or prospects of the Company or on the ability of the Company to comply with or perform any covenant or obligation under any of ancillary documents contemplated by this Agreement; or (B) may have the effect of preventing, delaying, making illegal or otherwise interfering with the transactions contemplated by this Agreement.
1.23.2 The Company does not require any Governmental Authorizations to operate its business beyond what Governmental Authorizations it currently holds, which have all been listed on Section 1.23.2 of the Disclosure Schedule. The Governmental Authorizations held by the Company are valid and in full force and effect, and collectively constitute all Governmental Authorizations necessary (i) to enable the Company to conduct its business in the manner in which its business is currently being conducted and as contemplated to be conducted by the Company as of the Closing Date; and (ii) to permit the Company to own and use its assets in the manner in which it is currently owned and used. The Company is, and at all times since its incorporation has been, in material compliance with the terms and requirements of the Governmental Authorizations held by the Company. The Company has not received any notice or other communication from any Governmen...
Compliance with Laws; Governmental Authorizations. Solely with respect to the Business, Seller and each other Asset Seller Entity are, and have been since January 1, 2015, in compliance with all state, federal, local, national, foreign or multinational laws, statutes, ordinances, codes, rules or regulations (“Laws”) or Judgments applicable to the Asset Seller Entities, except for such failures to comply as would not, individually or in the aggregate, reasonably be expected to be material to the Business. Seller and each other Asset Seller Entity hold all Governmental Authorizations necessary for the lawful conduct of the Business as presently conducted, and Seller and each other Asset Seller Entity are, and have been since January 1, 2015, in compliance with all such Governmental Authorizations, except where the failure to hold the same or be in compliance would not, individually or in the aggregate, reasonably be expected to be material to the Business. Without limiting the generality of the foregoing, except as would not, individually or in the aggregate, reasonably be expected to be material to the Business, Seller, each other Asset Seller Entity and each of its and their directors, officers and employees and, to the Knowledge of Seller, each of its and their other agents acting on its or their behalf, is and has been since January 1, 2015 in compliance with (a) the Foreign Corrupt Practices Act of 1977 and (b) any rules and regulations promulgated thereunder with respect to the Business. This Section 4.07 does not relate to compliance with Laws or Governmental Authorizations to the extent relating to Tax matters, which are the subject of Section 4.08, Intellectual Property matters, which are the subject of Section 4.09, or compliance with (i) the rules or regulations of the FDA or any comparable Healthcare Regulatory Authority having jurisdiction over the Asset Seller Entities or (ii) matters the subject of Food and Drug Laws and Health Care Laws, which are the subject of Section 4.12.
Compliance with Laws; Governmental Authorizations. Except as disclosed in Schedule 4.10 or where noncompliance would not have a material and adverse effect upon the condition (financial or otherwise), assets, liabilities, business, operations or future prospects of Xxxxxx: (i) Xxxxxx and each of its Subsidiaries are in compliance with all statutes, laws, ordinances, rules, regulations, judgments, orders, decrees, directives, consent agreements, memoranda of understanding, permits, concessions, grants, franchises, licenses, and other governmental authorizations or approvals applicable to their respective operations and properties; and (ii) all permits, concessions, grants, franchises, licenses and other governmental authorizations and approvals necessary for the conduct of the respective businesses of Xxxxxx and each of its Subsidiaries as presently conducted have been duly obtained and are in full force and effect, and there are no proceedings pending or threatened which may result in the revocation, cancellation, suspension or materially adverse modification of any thereof.
Compliance with Laws; Governmental Authorizations. The Company is in compliance with all Laws, except for such noncompliance as would not have a material adverse effect on its assets, business condition (financial or otherwise), or property. The Company is not required to hold or maintain any material governmental authorizations, licenses or permits in the conduct of its business as presently conducted and as proposed to be conducted (other than any thereof which it holds on the date hereof).
Compliance with Laws; Governmental Authorizations. (a) Except as set forth on Section 3.14 of the Seller Disclosure Schedule, each Acquired Company is in material compliance with all Legal Requirements applicable to it or to the conduct of its business or operations, including, without limitation, federal, state and local (i) Environmental Laws; (ii) any kickback, procurement integrity, contingent fee, gratuities to government officials, customs, export control, foreign trade and foreign corrupt practices laws, securities (including Cost Accounting Standards, the National Industrial Security Program Manual (including all rules and regulations relating to protection of classified information and retention of facility and personnel security clearances), the Federal Acquisition Regulations and any agency supplements thereto (e.g., FARS and NASA FAR regulations) and the Truth in Negotiation Act), or any order, decree or judgment of any Governmental Entity having jurisdiction over any Acquired Company; (iii) Occupational Safety and Health Laws; and (iv) securities laws, rules and regulations. No Acquired Company has been charged with violating, or to the Knowledge of Sellers, threatened with a charge of violating, or, to the Knowledge of Sellers, is any Acquired Company under investigation with respect to a possible violation of, any provision of any Legal Requirement relating to any of their material assets or properties or any material aspect of their business.
(b) Each Acquired Company has obtained all material regulatory approvals from third parties and, to the Knowledge of Sellers, each Acquired Company has obtained all necessary regulatory approvals, from any foreign regulatory bodies related to the products or services sold by such Acquired Company.
(c) Section 3.14 of the Seller Disclosure Schedule contains a complete and accurate list of each material governmental authorization, license or permit that is held by each Acquired Company and required for the conduct of its business or ownership of its assets. Except as set forth on Section 3.14 of the Seller Disclosure Schedule, each governmental authorization listed or required to be listed on Section 3.14 of the Seller Disclosure Schedule is valid and in full force and effect, and will continue to be valid and in full force and effect after the Closing.
Compliance with Laws; Governmental Authorizations. (a) Except where noncompliance would not have a material and adverse effect upon the condition (financial or otherwise), assets, liabilities, business, or operations of Shore Bancshares and the Shore Subsidiaries, taken as a whole, (i) Shore Bancshares and each of the Shore Subsidiaries are in compliance with all statutes, laws, ordinances, rules, regulations, judgments, orders, decrees, directives, consent agreements, memoranda of understanding, permits, concessions, grants franchises, licenses, and other governmental authorizations or approvals applicable to Shore Bancshares, the Shore Subsidiaries, or any of their properties; and (ii) all permits, concessions, grants, franchises, licenses, and other governmental authorizations and approvals necessary for the conduct of the business of Shore Bancshares and the Shore Subsidiaries as now conducted have been duly obtained and are in full force and effect, and there are no proceedings pending or, to Shore Bancshares' knowledge, threatened which may result in the revocation, cancellation, suspension, or materially adverse modification of any thereof. Except as disclosed on a list previously provided to Talbot Bancshares, neither Shore Bancshares nor any of the Shore Subsidiaries engages in any business or owns any assets that may not be engaged in or owned by a registered bank holding company, a national banking association, or their subsidiaries or affiliates.
(b) Since January 1, 1995, Shore Bancshares has filed all reports that it was required to file with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), all of which complied in all material respects with all applicable requirements of the Exchange Act and the rules and regulations adopted thereunder. As of their respective dates, each such report, statement, form, or other document, including without limitation, any financial statements or schedules included therein, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, provided, that information as of a later date shall be deemed to modify information as of an earlier date.
Compliance with Laws; Governmental Authorizations. (a) As of the date hereof, the Company owns, holds or possesses all material Permits which are necessary to own, lease, operate and use its assets and properties and to carry on and conduct the Business substantially as currently conducted or currently proposed to be conducted (herein collectively called “Governmental Authorizations”).
(b) Schedule 4.7(b) lists each Governmental Authorization as of the date hereof, complete and correct copies of which have heretofore been delivered or made available to Purchaser. The Company has fulfilled and performed in all material respects its obligations under each Governmental Authorizations, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a breach or default under any such Governmental Authorizations. Except as would not result in a Material Adverse Effect, each of the Governmental Authorizations is valid, subsisting and in full force and effect, in each case without (a) the occurrence of any breach, default or forfeiture of rights thereunder or (b) the consent, approval, or act of, or the making of any filing with, any Governmental Entity or other party.
(c) The Company has complied in all material respects with all Laws which are applicable to the Company or its Business.
Compliance with Laws; Governmental Authorizations. Except as disclosed in Section Eighth, paragraph (j) of the Disclosure Letter, since December 31, 2016, the Partnership and its Assets and operations have been and currently are, in material compliance with the provisions and requirements of all Laws of all Governmental Bodies having jurisdiction with respect to Partnership and its Assets. The Partnership has obtained and is maintaining all federal, state and local governmental licenses, permits, franchises, orders, exemptions, variances, waivers, authorizations, certificates, consents, rights, privileges and applications therefor (the "Governmental Authorizations") that are presently necessary or required for the ownership and operation of the Assets as currently operated, and no violations exist in respect of any material Governmental Authorizations except where the failure to obtain or maintain or the violation of which would not cause a Material Adverse Effect.
Compliance with Laws; Governmental Authorizations. (a) The Company and each of its Subsidiaries is, and since January 1, 2016 has been, in compliance in all material respects with all Laws and Governmental Authorizations to which the Company or such Subsidiary, or any of its or their Company Vessels or other assets, is subject (including Maritime Guidelines).
(b) The Company and each of its Subsidiaries owns, holds, possesses or lawfully uses in the operation of its business all material Governmental Authorizations (including those required by Maritime Guidelines) that are necessary or required for it to conduct its business as now conducted.
Compliance with Laws; Governmental Authorizations. (a) Parent and each of its Subsidiaries is, and since January 1, 2016 has been, in compliance in all material respects with all Laws and Governmental Authorizations to which Parent or such Subsidiary, or any of its or their Parent Vessels or other assets, is subject (including Maritime Guidelines).
(b) Parent and each of its Subsidiaries owns, holds, possesses or lawfully uses in the operation of its business all material Governmental Authorizations (including those required by Maritime Guidelines) that are necessary or required for it to conduct its business as now conducted.
