Compliance with Laws; Governmental Permits. (a) Each of the Company and each Subsidiary has complied in all material respects with, is not in material violation of, and has not received any notices of violation with respect to, any Legal Requirement with respect to the conduct of its business, or the ownership or operation of its business. Neither the Company nor any of its Subsidiaries, nor any director, officer or employee thereof (in their capacities as such or relating to their employment, services or relationship with the Company or any of its Subsidiaries), whether directly or indirectly, has given, offered, paid, promised to pay or authorized payment of any money, any gift or anything of value, for the purpose of influencing any act or decision of the recipient in his or her official capacity, including for the purpose of securing an improper advantage in order to obtain, retain or direct business, to any (i) governmental official or employee, (ii) political party or candidate thereof, (iii) Person while knowing that all or a portion of such money or thing of value would be given or offered to a governmental official or employee or political party or candidate thereof, or (iv) recipient in order to induce the use of his or her influence to affect an act or decision of a government official or employee.
(b) Each of the Company and each Subsidiary has obtained each federal, provincial, territorial, state, municipal, county, local or foreign governmental consent, license, permit, grant, certification, registration or other authorization of a Governmental Entity (i) pursuant to which the Company or any Subsidiary currently operates or holds any interest in any of its assets or properties or (ii) except as would not have a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole, that is required for the operation of the Company’s or any Subsidiary’s business or the holding of any such interest (all of the foregoing consents, licenses, permits, grants, certifications, registrations and other authorizations, collectively, the “Company Authorizations”), and all of the Company Authorizations are in full force and effect. Neither the Company nor any Subsidiary has received any notice or other communication from any Governmental Entity regarding (i) any actual or possible violation of a Legal Requirement or any Company Authorization or any failure to comply with any term or requirement of any Company Authorization or (ii) any actual or possible revocation, withdrawal, suspension, c...
Compliance with Laws; Governmental Permits. (a) Since the Prior Transaction Date, the Company and each of its Subsidiaries has complied in all material respects with, is not in violation in any material respect of, and has not received any material notices of material violation with respect to, Applicable Law.
(b) The Company and each of its Subsidiaries has obtained each material federal, state, county, local or foreign governmental consent, license, permit, grant or other authorization of a Governmental Entity (i) pursuant to which the Company or any of its Subsidiaries currently operates or holds any interest in any of its assets or properties or (ii) that is required for the conduct of the Business or the holding of any such interest (all of the foregoing consents, licenses, permits, grants and other authorizations, collectively, the “Company Authorizations”), and all of the Company Authorizations are in full force and effect, in each case except as would not have a Company Material Adverse Effect.
(c) None of the Company nor any of its Subsidiaries has received any notice or other communication from any Governmental Entity regarding (i) any actual or possible material violation of any Company Authorization or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Company Authorization, and to the Knowledge of the Company, no such notice or other communication is forthcoming. The Company and each of its Subsidiaries has materially complied with all of the terms of the Company Authorizations and none of the Company Authorizations will be terminated or impaired, or will become terminable, in whole or in part, as a result of the completion of the Transactions, in each case except as would not be material to the Company and its Subsidiaries, taken as a whole.
Compliance with Laws; Governmental Permits. (a) The Company has complied in all material respects with, is not in violation in any material respect of, and has not received any notices of violation with respect to, Applicable Law. To the knowledge of the Company, no event has occurred, and no condition or circumstance exists, that will (with or without notice or lapse of time) constitute or result in a violation by the Company of, or a failure on the part of the Company to comply with, Applicable Law in any material respect.
(b) The Company has obtained each material federal, provincial, state, county, local or foreign governmental consent, license, permit, grant or other authorization of a Governmental Entity (i) pursuant to which the Company currently operates or holds any interest in any of its assets or properties or (ii) that is required for the conduct of the Business or the holding of any such interest (all of the foregoing consents, licenses, permits, grants and other authorizations, collectively, the “Company Authorizations”), and all of the Company Authorizations are in full force and effect. The Company has not received any notice or other communication from any Governmental Entity regarding (i) any actual or possible violation of any Company Authorization or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Company Authorization, and to the knowledge of the Company, no such notice or other communication is forthcoming. The Company has materially complied with all of the terms of the Company Authorizations and none of the Company Authorizations will be terminated or impaired, or will become terminable, in whole or in part, as a result of the consummation of the Transactions.
Compliance with Laws; Governmental Permits. (a) The Company and each Subsidiary has complied in all material respects with, is not in violation in any material respect of, and has not received any notices of violation with respect to, Applicable Law.
(b) The Company and each Subsidiary has obtained each material federal, state, county, local or foreign governmental consent, license, permit, grant or other authorization of a Governmental Entity (i) pursuant to which the Company or any Subsidiary currently operates or holds any interest in any of its assets or properties or (ii) that is required for the conduct of the Business or the holding of any such interest (all of the foregoing consents, licenses, permits, grants and other authorizations, collectively, the “Company Authorizations”), and all of the Company Authorizations are in full force and effect. Neither the Company nor any Subsidiary has received any notice or other communication from any Governmental Entity regarding (i) any actual or possible violation of any Company Authorization or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Company Authorization, and to the knowledge of the Company, no such notice or other communication is forthcoming. The Company and each Subsidiary has materially complied with all of the terms of the Company Authorizations and none of the Company Authorizations will be terminated or impaired, or will become terminable, in whole or in part, as a result of the consummation of the Transactions.
Compliance with Laws; Governmental Permits. (a) The Company has at all times complied with and has not received any notice of violation with respect to any Applicable Law (other than compliance with Applicable Laws related to Intellectual Property and Data and Privacy, which are addressed solely in Sections 2.10 and 2.11, Tax, which is addressed solely in Section 2.12, and ERISA and other employee benefit, and employment and labor matters, which is addressed solely in Section 2.13).
(b) The Company holds, and has at all times held and maintained, each federal, state, county, local or foreign governmental consent, license, permission, consent, permit, grant or other authorization and approval (including having exercised relevant passporting rights) of a Governmental Entity (i) pursuant to which the Company currently operates or holds any interest in any of its assets or properties or (ii) that is required to carry on the activities required for or in connection with the carrying on of the conduct of the Business as required by all Applicable Laws in the places and in the manner in which the Business of the Company is carried on or the holding of any such interest (all of the foregoing consents, licenses, permissions, consents, permits, grants and other authorizations and approvals, collectively, the “Company Authorizations”), and all of the Company Authorizations are in full force and effect, are not limited in duration or subject to any conditions and have been complied with in all respects. Schedule 2.8(b) of the Company Disclosure Letter identifies each Company Authorization.
(c) The Company has not received any notice or other communication from any Governmental Entity regarding (i) any actual or possible violation of any Company Authorization or (ii) any actual or possible revocation, non-renewal, withdrawal, suspension, cancellation, termination or modification of any Company Authorization or any Company Authorization made subject to any restrictions, requirements or conditions, or which may confer a right of revocation, and to the knowledge of the Company, no such information notice or other communication is forthcoming. The Company has complied with all of the terms of the Company Authorizations and none of the Company Authorizations will be terminated, revoked or impaired, or will become terminable, in whole or in part, as a result of the consummation of the Transactions.
Compliance with Laws; Governmental Permits. (a) The Company has complied in all material respects with, is not in violation of, and has not received any notices of violation with respect to, any applicable Legal Requirement with respect to the conduct of its business, or the ownership or operation of its business. To the Company’s knowledge, no event has occurred, and no condition or circumstance exists, that will (with or without notice or lapse of time) constitute or result in a material violation by the Company of, or a failure on the part of the Company to comply with, any Legal Requirement. Neither the Company nor any director, officer, or employee thereof (in their capacities as such or relating to their employment, services or relationship with the Company), has given, offered, paid, promised to pay or authorized payment of any money, any gift or anything of value, with the purpose of influencing any act or decision of the recipient in his or her official capacity or inducing the recipient to use his or her influence to affect an act or decision of a government official or employee, to any (i) governmental official or employee, (ii) political party or candidate thereof, or (iii) Person while knowing that all or a portion of such money or thing of value would be given or offered to a governmental official or employee or political party or candidate thereof.
(b) The Company has obtained each federal, state, county, local or foreign governmental consent, license, permit, grant, or other authorization of a Governmental Entity (i) pursuant to which the Company currently operates or holds any interest in any of its assets or properties or (ii) that is required for the operation of the Business or the holding of any such interest (all of the foregoing consents, licenses, permits, grants, and other authorizations, collectively, the “Company Authorizations”), and all of the Company Authorizations are in full force and effect. The Company has not received any notice or other communication from any Governmental Entity regarding (i) any actual or possible violation of law or any Company Authorization or any failure to comply with any term or requirement of any Company Authorization or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Company Authorization. The Company has materially complied with all of the terms of the Company Authorizations. None of the Company Authorizations will be terminated or impaired, or will become terminable, in who...
Compliance with Laws; Governmental Permits. (a) The Sellers and each of the Transferred Subsidiaries are, and have been, in compliance with all Requirements of Law applicable to their respective operations or the Business, except where the failure to be in compliance would not reasonably be expected to have a Material Adverse Effect. None of the Sellers nor any Transferred Subsidiary has received any written notice from any Governmental Authority with respect to, or been charged with, the violation of any Requirements of Law, except in each case where the violation would not reasonably be expected to have a Material Adverse Effect.
(b) The Sellers and the Transferred Subsidiaries currently (to the extent applicable) have all Governmental Permits which are required for the operation of the Business as presently conducted and all such Governmental Permits are in full force and effect, except in each case where such failure would not reasonably be expected to have a Material Adverse Effect. None of the Sellers nor any Transferred Subsidiary is in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any Governmental Permit to which it is a party except where such default or violation would not reasonably be expected to have a Material Adverse Effect.
(c) The representations and warranties set forth in this Section 5.11 shall not be applicable to Environmental Laws and Environmental Permits, which are covered by Section 5.4(d), or Requirements of Law that are applicable to the Owned Real Property or to employment matters, which are covered by Sections 5.4(a)(iii) and 5.9, respectively.
Compliance with Laws; Governmental Permits. 3.10.1. The Company has complied in all material respects with, is not in material violation of, and has not received any notices of violation with respect to, any Legal Requirement with respect to the conduct of its business or the ownership or operation of its business (including the keeping of all required registers and timely filing or delivery of all required documents under the provisions of any applicable Legal Requirement), except as set forth in Schedule 3.10.1 of the Disclosure Schedule. Neither the Company nor any manager, officer, Affiliate or employee thereof (in their capacities as such or relating to their employment, services or relationship with the Company), has given, offered, paid, promised to pay or authorized payment of any money, any gift or anything of value, with the purpose of influencing any act or decision of the recipient in his or her official capacity or inducing the recipient to use his or her influence to affect an act or decision of a government official or employee, to any (i) governmental official or employee, (ii) political party or candidate thereof, or (iii) Person while knowing that all or a portion of such money or thing of value would be given or offered to a governmental official or employee or political party or candidate thereof.
3.10.2. The Company has obtained each federal, state, county, local or foreign governmental consent, license, permit, grant, or other authorization of a Governmental Entity (a) pursuant to which the Company currently operates or holds any interest in any of its assets or properties or (b) that is required for the operation of the Company’s business or the holding of any such interest (all of the foregoing consents, licenses, permits, grants, and other authorizations, collectively, the “Company Authorizations”), and all of the Company Authorizations are in full force and effect. The Company has not received any notice or other communication from any Governmental Entity regarding (i) any actual or possible violation of law or any Company Authorization or any failure to comply with any term or requirement of any Company Authorization or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Company Authorization. None of the Company Authorizations will be terminated or impaired, or will become terminable, in whole or in part, as a result of the consummation of the transactions contemplated by this Agreement.
Compliance with Laws; Governmental Permits. (a) Since January 1, 2018, the Acquired Companies and their Subsidiaries have complied in all material respects with Applicable Law, except for such failures to comply that, individually or in the aggregate, do not have, and would not reasonably be expected to have, an Acquired Companies Material Adverse Effect.
(b) Each of the Acquired Companies and their respective Subsidiaries has obtained each federal, state, county, local or foreign governmental consent, license, permit, grant, certification or other authorization of a Governmental Entity that is required to own, lease or operate its properties and assets and to conduct its business, as currently conducted (all of the foregoing consents, licenses, permits, grants, certifications and other authorizations, collectively, the “Acquired Companies Authorizations”), in each case, except for any failure to obtain such Acquired Companies Authorizations, individually or in the aggregate, that do not have, and would not reasonably be expected to have, an Acquired Companies Material Adverse Effect. Each Acquired Companies Authorization is valid and in full force and effect, and has not been, nor do any circumstances exist which can reasonably be expected to result in it being, suspended, revoked, cancelled or adversely modified (and no threat of any such suspension, revocation, cancellation or modification has been received by any Acquired Company or any of its Subsidiaries), except, in each case, for any such failure to be valid and in full force and effect, or any suspension, revocation, cancellation or modification or modification that, individually or in the aggregate, does not have, and would not reasonably be expected to have, an Acquired Companies Material Adverse Effect.
(c) Except for any non-compliance that, individually or in the aggregate, does not have, and would not reasonably be expected to have, an Acquired Companies Material Adverse Effect, (i) each Acquired Company and each of its respective Subsidiaries has complied with all of the terms of the Acquired Companies Authorizations applicable to it, and (ii) no Acquired Company has received any written notice of any alleged non-compliance with any of its Acquired Companies Authorizations.
Compliance with Laws; Governmental Permits. (a) The Company and the Israeli Subsidiary have complied in all material respects with, are not in violation of, any Legal Requirement (which for purposes of this section 2.7(a) shall not include matters covered in Section 2.9(q)), including the Charter Documents. The Company and the Israeli Subsidiary have not received any notices of violation with respect to any Legal Requirement, including the Charter Documents.
(b) The Company and the Israeli Subsidiary has obtained each national, local or foreign governmental consent, license, permit, grant, or other authorization of a Governmental Entity (i) pursuant to which the Company currently and the Israeli Subsidiary operates or holds any interest in any of its assets or properties or (ii) that is required for the operation of the Company’s or the Israeli Subsidiary business or the holding of any such interest (all of the foregoing consents, licenses, permits, grants, and other authorizations, collectively, the “Company Authorizations”), and all of the Company Authorizations are in full force and effect. Schedule 2.7(b) of the Company Disclosure Letter identifies each Company Authorization. Neither the Company nor the Israeli Subsidiary has received any notice or other communication from any Governmental Entity regarding (i) any actual or possible violation of any Company Authorization or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any Company Authorization. The Company and the Israeli Subsidiary have complied with all of the terms of the Company Authorizations and none of the Company Authorizations will be terminated or impaired, or will become terminable, in whole or in part, as a result of the consummation of the transactions contemplated by this Agreement.
(c) Except as set forth in Schedule 2.7(c) of the Company Disclosure Letter the Company has obtained all approvals necessary for (i) exporting and re-exporting the Company Products in accordance with all applicable export control regulations, and (ii) importing the Company Products into any country in which the Company Products are now sold or licensed for use. All such export and import licenses and approvals throughout the world are valid, current, outstanding and in full force and effect, and the Company and the Israeli Subsidiary are in compliance with the terms of all such export and import licenses or approvals. Except as set forth in Schedule 2.7(c) of the Company Disclosure ...
