Common use of Compliance with Laws; Licenses, Permits and Registrations Clause in Contracts

Compliance with Laws; Licenses, Permits and Registrations. (a) Neither the Company nor any Company Subsidiary is in violation of, or has violated, any applicable provisions of any Laws, including any Laws relating to employment, employment practices, compensation, benefits, hours, terms and conditions of employment, and the termination of employment, except for any such violations which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Each of the Company and the Company Subsidiaries has all permits, licenses, approvals, authorizations of and registrations with and under all federal, state, local and foreign laws, and from all Governmental Entities (collectively, “Permits”) required by the Company and the Company Subsidiaries to carry on their respective businesses as currently conducted, except where the failure to have any such Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. (c) All material Permits are in full force and effect and since January 1, 2005, neither the Company nor any Company Subsidiary has received any written or, to the Knowledge of the Company, oral notice from any Governmental Entity asserting that the Company or any Company Subsidiary is not in material compliance with any Law or material Permit or threatening to suspend, revoke, revise, limit or terminate any material Permit held by the Company or any Company Subsidiary, other than notices that have been withdrawn or otherwise resolved prior to the date hereof.

Appears in 2 contracts

Samples: Merger Agreement (Rem Consulting of Ohio, Inc.), Merger Agreement (National Mentor Holdings, Inc.)

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Compliance with Laws; Licenses, Permits and Registrations. (a) Neither Except for matters covered by the representations and warranties in Sections 4.11, 4.12, 4.17 and 4.20 which shall be covered only by those representations and warranties, and not by this Section 4.13, neither the Company nor any Company Subsidiary is in violation of, or has violated, any applicable provisions of any Laws, including any Laws relating to employment, employment practices, compensation, benefits, hours, terms and conditions of employment, and the termination of employment, except for any such violations whichwhich would not be reasonably likely to have, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Each of the The Company and the each Company Subsidiaries Subsidiary has all permits, licenses, easements, variances, exemptions, consents, certificates, approvals, authorizations of and registrations with and under all federal, state, local and foreign laws, and from all Governmental Entities (collectively, “Permits”) with and under all Laws, and from all Governmental Entities required by the Company and the each Company Subsidiaries Subsidiary to carry on their respective businesses as currently conducted, except where the failure to have any such Permitsthe Permits would not be reasonably likely to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. (c) All material Permits are in full force and effect and since January 1, 2005, neither The information provided by the Company nor to Parent and Acquiror in order to assist Parent in its evaluation and determination as to whether any Company Subsidiary has received filings, notifications, authorizations, consent requests, petitions, statements, registrations, declarations, submissions of information or applications are required to be made with any written orGovernmental Entity under any international or foreign Antitrust Laws applicable to this Agreement or the transactions contemplated hereby was true and correct in all material respects as of the date of this Agreement, to the Knowledge of the Company, oral notice from any Governmental Entity asserting that the Company extent such information was provided on or any Company Subsidiary is not in material compliance with any Law or material Permit or threatening to suspend, revoke, revise, limit or terminate any material Permit held by the Company or any Company Subsidiary, other than notices that have been withdrawn or otherwise resolved prior to the date hereof, or as of the date provided, to the extent provided after the date hereof.

Appears in 2 contracts

Samples: Merger Agreement (Trammell Crow Co), Merger Agreement (Cb Richard Ellis Group Inc)

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