Common use of Compliance with Laws; Licenses Clause in Contracts

Compliance with Laws; Licenses. The businesses of each of the Company and its Subsidiaries have not been, and are not being, conducted in violation of any federal, state, local or foreign law, statute or ordinance, or any rule, regulation, standard, judgment, order, writ, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively, “Laws”), except for violations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. To the knowledge of management of the Company, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for those the outcome of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity (“Licenses”) necessary to conduct its business as presently conducted, except where the failure to so possess or comply would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement.

Appears in 3 contracts

Samples: Merger Agreement (Banta Corp), Merger Agreement (Banta Corp), Merger Agreement (RR Donnelley & Sons Co)

AutoNDA by SimpleDocs

Compliance with Laws; Licenses. The businesses of each of the Company and its Subsidiaries have not been, and are not being, conducted in violation of any federal, state, local or foreign lawlaw (including the Foreign Corrupt Practices Act of 1977, as amended), statute or ordinance, common law, or any rule, regulation, standard, judgment, order, writ, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively, “Laws”), except for violations that, individually or in the aggregate, would are not reasonably be expected likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated Effect. Except with respect to regulatory matters covered by this Agreement. To the knowledge of management of the CompanySection 6.5, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or or, to the knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for those the outcome of which would are not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair Effect. To the consummation knowledge of the transactions contemplated by this AgreementCompany, no material change is required in the Company’s or any of its Subsidiaries’ processes, properties or procedures in connection with any such Laws, and the Company has not received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity (“Licenses”) necessary to conduct its business as presently conducted, except where those the failure to so possess or comply would absence of which is not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this AgreementEffect.

Appears in 3 contracts

Samples: Merger Agreement (McJunkin Red Man Holding Corp), Merger Agreement (Goldman Sachs Group Inc), Merger Agreement (McJunkin Red Man Corp)

Compliance with Laws; Licenses. (a) The businesses Company has been and is, and the conduct of each the business and operations of the Company has been and its Subsidiaries have is, in compliance with, is not beenin violation of, and are has not beingreceived any written notice alleging any violation with respect to, conducted in violation any applicable Laws including all applicable rules and regulations of any federal, state, local or foreign law, statute or ordinance, or any rule, regulation, standard, judgment, order, writ, injunction, decree, arbitration award, agency requirement, license or permit of any the FDA and all other Governmental Entity (collectively, “Laws”)Entities, except for such events of non-compliance, violations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. To the knowledge of management of the Company, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for those the outcome of which notice that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this AgreementEffect. The Company and is not debarred under the Generic Drug Enforcement Act of 1992 or otherwise excluded from or restricted in any manner from participation in, any government program related to pharmaceutical products and, to its Subsidiaries each Knowledge, does not employ or use the services of any individual who is debarred or otherwise excluded or restricted. The Company has obtained and not, in violation of the Xxxxxxxx-Xxxxx Act, directly or indirectly, extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any director or executive officer of the Company. No investigation or review by any Governmental Entity with respect to the Company is pending or, to the Knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for such investigations or reviews that would not, individually or in compliance with the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) The Company has all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions exemptions, orders issued or granted by a Governmental Entity and orders all other authorizations, consents and approvals issued or granted by a Governmental Entity (“Licenses”) necessary to conduct its business as presently conducted, all of which are valid and in full force and effect, except where those the failure to so possess or comply absence of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impair Effect. The Company is in compliance with the consummation terms of the transactions contemplated by this AgreementLicenses, except those the absence of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. There is not pending or, to the Knowledge of the Company, threatened before any Governmental Entity (i) notice of actual or possible violation or failure to comply with any term or requirement of any License, (ii) any notice of actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any License, (iii) any order of forfeiture or complaint relating to any License or (iv) investigation against the Company relating to any License, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Actelion US Holding CO), Agreement and Plan of Merger (Cotherix Inc)

Compliance with Laws; Licenses. The businesses of each of the Company and its Subsidiaries have not been, and are not being, conducted in violation of any federal, state, local or foreign law, statute or ordinance, common law, or any rule, regulation, standard, judgment, order, writ, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively, “Laws”), including all Laws applicable to the use, storage, commercialization, protection and distribution of the data contained in the information databases of the Company and its Subsidiaries (the “Company Databases”), except for violations that, individually or in the aggregate, would are not reasonably be expected likely to have a Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. The Company and its Subsidiaries have been and are substantially in compliance with the terms of the Stipulated Final Judgment and Order for Civil Penalties, Permanent Injunction, and Other Equitable Relief consented to by the Company, the United States Federal Trade Commission (the “FTC”) and the United States of America on February 15, 2006. No investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for such investigations or reviews the outcome of which are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. To the knowledge of management of the Company, no investigation material change is required in the Company’s or review by any Governmental Entity its Subsidiaries’ processes, properties or procedures in connection with respect to any such Laws, and the Company has not received any notice or communication of any of its Subsidiaries is pending or threatened, nor material noncompliance with any such Laws that has any Governmental Entity indicated an intention to conduct the same, except for those the outcome of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation not been cured as of the transactions contemplated by date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity (“Licenses”) necessary to conduct its business as presently conducted, except where the failure to so possess obtain or comply would to be in such compliance is not, individually or in the aggregate, reasonably be expected likely to have result in a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. Each customer of the Company or any of its Subsidiaries that subscribes for or licenses data contained in the Company Databases (i) states on the face of such customer’s Contract with the Company or any of its Subsidiaries either such customer’s appropriate use for such data or that such customer’s use for such data will be lawful, and (ii) to the knowledge of the Company, limits its use to those stated purposes and takes appropriate measures to protect against the misuse of such data.

Appears in 2 contracts

Samples: Merger Agreement (Reed Elsevier PLC), Merger Agreement (Choicepoint Inc)

Compliance with Laws; Licenses. The businesses of each of the Company and its Subsidiaries have not been, and are not being, conducted in violation of any federal, state, local or foreign law, statute or ordinance, common law, or any rule, regulation, standard, judgment, order, writ, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively, “Laws”), except for violations that, individually or in the aggregate, would are not reasonably be expected likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. No investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for such investigations or reviews the outcome of which are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. To the knowledge of management of the Company, no investigation or review by any Governmental Entity with respect to the Company has not received any notice or communication of any of its Subsidiaries is pending or threatened, nor material noncompliance with any such Laws that has any Governmental Entity indicated an intention to conduct the same, except for those the outcome of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation not been cured as of the transactions contemplated by date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity (“Licenses”) necessary to conduct its business as presently conducted, except where those the failure to so possess or comply would absence of which are not, individually or in the aggregate, reasonably be expected likely to have result in a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Merger Agreement (RR Donnelley & Sons Co), Merger Agreement (Bowne & Co Inc)

Compliance with Laws; Licenses. The businesses of each of the Company and its Subsidiaries have not been, and are not being, conducted in violation of any federal, state, local or foreign law, statute or ordinance, or any rule, regulation, standard, judgment, order, writ, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively, “Laws”), except for violations that, individually or in the aggregate, a) Except as would not reasonably be expected to have a Company Material Adverse Effect material adverse effect on the assets, business, operations, prospects, or prevent, materially delay or materially impair the consummation financial condition of the transactions contemplated by this Agreement. To the knowledge of management of the Company, no investigation or review by any Governmental Entity with respect to Company and its Subsidiaries taken as a whole: (i) neither the Company nor any of its Subsidiaries has violated any law, statute, rule, or regulation, and the Company has not received notice (whether oral or written) of any actual, alleged, potential violation of, or failure to comply with, any law, statute, rule, or regulation; and (ii) neither the Company nor any of its Subsidiaries is pending subject to any costs, expenses, or threatenedliability, nor or has reason to believe it may become subject to any such costs, expenses, or liability, under any federal, state, or local law, statute, rule, or regulation. (b) The Company and each of its Subsidiaries currently has, and has had since its date of incorporation all licenses, permits, consents, approvals, authorizations, qualifications, and certifications issued by any Governmental Entity indicated an intention Authority as may be necessary to enable the Company and each of its Subsidiaries to own its properties, rights, and assets, and to conduct the sameits business, except for those the outcome of which as would not, individually or in the aggregate, reasonably be expected to not have a Company Material Adverse Effect or preventEffect. Each such license, materially delay or materially impair the consummation permit, consent, approval, authorization, qualification, and certification is valid and in full force and effect as of the transactions contemplated by this Agreementdate hereof, and none is subject to any limitation, restriction, prohibition, or other qualification, other than the laws, statutes, rules, or regulations under which they were issued. The Company and each of its Subsidiaries each has obtained and is in compliance with all the terms and conditions of such licenses, permits, licenses, certificationsconsents, approvals, registrations, consents, authorizations, franchisesqualifications, variancesand certifications. There is not pending or, exemptions and orders issued to the Company's Knowledge, threatened any proceeding, inquiry, or granted by a Governmental Entity (“Licenses”) necessary to conduct its business as presently conducted, except where the failure to so possess or comply would not, individually or investigation that could result in the aggregatetermination, reasonably be expected to have a Company Material Adverse Effect revocation, limitation, suspension, restriction, or preventimpairment of any such license, materially delay permit, consent, approval, authorization, qualification, or materially impair the consummation of the transactions contemplated by this Agreementcertification.

Appears in 2 contracts

Samples: Purchase Agreement (Universal Automotive Industries Inc /De/), Purchase Agreement (Venture Equities Management Inc)

Compliance with Laws; Licenses. The businesses of each of the Company and its Subsidiaries have not been, and are not being, been conducted in violation of any federallaw (including common law), statestatute, local or foreign law, statute or ordinance, or any rule, regulation, standard, judgment, order, writ, injunction, decree, arbitration award, agency requirement, license regulation or permit similar requirement of any Governmental Entity (other than any Order) (collectively, “Laws”)) or any Order, including any Laws or Orders relating to (i) the protection of human health, occupational safety, the environment or natural resources or (ii) wages, hours, WARN or any similar state or local “mass layoff” or “plant closing” Law, collective bargaining, discrimination, civil rights, workers’ compensation or the collection and payment of withholding and/or social security taxes or any similar tax, except for violations thatthat would not, individually or in the aggregate, would not reasonably be expected likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this AgreementEffect. To the knowledge of management of the Company, no No investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or or, to the Knowledge of the Company, threatened, nor has any Governmental Entity indicated an provided written notice to the Company or any of its Subsidiaries of its intention to conduct the same, except for those the outcome of which would not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect Effect. The Company has not received any notice or prevent, materially delay or materially impair the consummation communication of any material noncompliance with any such Laws that has not been cured as of the transactions contemplated by date of this Agreement, except for such changes and noncompliance that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect. The Each of the Company and its Subsidiaries each has obtained and is in substantial compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity (collectively, “Licenses”) necessary to conduct its business as presently conducted, except where for those the absence of which, or failure to so possess or comply be in compliance with which, would not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this AgreementEffect.

Appears in 2 contracts

Samples: Merger Agreement (Talx Corp), Merger Agreement (Equifax Inc)

Compliance with Laws; Licenses. The Except as set forth in Section 5.1(i) of the Company Disclosure Letter, the businesses of each of the Company and its Subsidiaries have not beenbeen since the Applicable Date, and are not being, conducted in violation of any federal, state, local or foreign law, statute or ordinance, common law or any rule, regulation, legally binding standard, judgment, order, writ, injunction, decree, arbitration award, agency requirement, license requirement or permit License of the Bankruptcy Court or any other Governmental Entity (collectively, “Laws”), except for violations that, individually or in the aggregate, have not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect Effect. Except with respect to regulatory matters that are the subject of Section 6.3 hereof or prevent, materially delay or materially impair the consummation are set forth in Section 5.1(i) of the transactions contemplated by this Agreement. To the knowledge of management of the CompanyCompany Disclosure Letter, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or threatenedor, nor to the Knowledge of the Company, threatened in writing, nor, to the Knowledge of the Company, has any Governmental Entity indicated in writing an intention to conduct the samesame or alleged in writing that the Company or any of its Subsidiaries is not in compliance with any applicable Law or License held by the Company or any of its Subsidiaries or which challenges or questions the validity of any rights of the holder of any such License, except for those such investigations, reviews or allegations, the outcome of which have not had and would notnot have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation Effect. Except as set forth in Section 5.1(i) of the transactions contemplated by this Agreement. The Company Disclosure Letter, the Company and each of its Subsidiaries each has obtained and possesses and is in compliance with all permits, licenses, certifications, approvals, registrations, clearances, consents, authorizations, franchises, variances, exemptions and orders issued or granted by the Bankruptcy Court or a Governmental Entity (“Licenses”) necessary to enable it to own, operate, lease or otherwise hold its properties and assets and to conduct its business as presently conducted, except where those the failure to so possess or comply absence of which have not had and would notnot have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation Effect. Except as set forth in Section 5.1(i) of the transactions contemplated by this AgreementCompany Disclosure Letter, such Licenses are in full force and effect, and no suspension or cancellation of such Licenses is pending or, to the Knowledge of the Company, threatened in writing, except where such failure to be in full force and effect, suspension or cancellation has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Merger Agreement (Sempra Energy), Merger Agreement (Berkshire Hathaway Energy Co)

Compliance with Laws; Licenses. (i) The businesses of each of the Company and its Subsidiaries have not beenbeen since the Applicable Date, and are not being, conducted in violation of any federalLaws or Orders of any Governmental Entity, stateand, local or foreign lawsince the Applicable Date, statute or ordinanceneither the Company nor any of its Subsidiaries has been given written notice of, or been charged with, any ruleviolation of any Law of any Governmental Entity, regulationexcept, standardin each case, judgmentfor any such violation that is not, orderindividually or in the aggregate, writreasonably likely to have a Company Material Adverse Effect. The Company and its Subsidiaries have all authorizations, injunctionlicenses, decreefranchises, arbitration awardconsents, agency requirementcertificates, license registrations, approvals or permit other permits of any Governmental Entity (collectivelyeach, a LawsPermit”) necessary to conduct their businesses as presently conducted except any such Permit the absence of which, is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. (ii) To the Company’s Knowledge, neither the Company nor any of its Subsidiaries, has at any time during the past three years committed any knowing and willful violation of U.S. Laws governing international business activities, including export control laws, trade and economic sanctions, or the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), except for violations that, individually or in the aggregate, would are not reasonably be expected likely to have a Company Material Adverse Effect or preventEffect. The Company and its Subsidiaries (A) keep books, materially delay or materially impair records, and accounts that accurately and fairly reflect in all material respects transactions and the consummation of the transactions contemplated by this Agreement. To the knowledge of management distribution of the Company’s and the Subsidiaries’ assets, no investigation or review by any Governmental Entity and maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are properly recorded in accordance with respect to the FCPA and (B) the Company or any of and its Subsidiaries have disclosure controls and procedures and an internal accounting controls system that is pending or threatenedsufficient to provide reasonable assurances that violations of the FCPA will be prevented, nor has any Governmental Entity indicated an intention to conduct the same, detected and deterred except for those the outcome such failures in each of which (A) and (B) as would not, individually or in the aggregate, be reasonably be expected likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity (“Licenses”) necessary to conduct its business as presently conducted, except where the failure to so possess or comply would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this AgreementEffect.

Appears in 2 contracts

Samples: Merger Agreement (Wolverine World Wide Inc /De/), Merger Agreement (Collective Brands, Inc.)

Compliance with Laws; Licenses. (i) The businesses of each of the Company and its Subsidiaries have not beenbeen since the Applicable Date, and are not being, conducted in violation of any federal, state, local or foreign law, statute or ordinance, common law, or any rule, regulation, standard, judgment, order, writ, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively, “Laws”), except for violations that, individually or in the aggregate, would are not reasonably be expected likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated Effect. Except with respect to regulatory matters covered by this Agreement. To the knowledge of management of the CompanySection 6.5, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or or, to the Knowledge of the Company, threatened, nor has the Company or any of its Subsidiaries received written notice from any Governmental Entity indicated stating an intention of such Governmental Entity to conduct the same, except for those the outcome of which would are not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation Effect. Each of the transactions contemplated by this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity (“Licenses”) necessary to conduct its business as presently conducted, except where those the failure to so possess absence of which or comply would the non-compliance with which are not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect Effect. (ii) Neither the Company nor any of its Subsidiaries, has at any time during the past five (5) years committed any knowing and willful violation of U.S. Laws governing international business activities, including export control laws, trade and economic sanctions, or preventthe Foreign Corrupt Practices Act of 1977, materially delay as amended (the “Foreign Corrupt Practices Act”), except for violations that, individually or materially impair in the consummation aggregate, are not reasonably likely to have a Company Material Adverse Effect. To the Knowledge of the transactions contemplated by Company and as of the date of this Agreement, neither the Company nor any of its Subsidiaries is currently or has been within the past five (5) years the target of any inquiry, investigation, settlement, plea agreement or enforcement action by a U.S. Governmental Entity involving an alleged or suspected violation of U.S. Laws governing international business activities, including export control laws, trade and economic sanctions, or the Foreign Corrupt Practices Act, except for such inquiries, investigations, settlements, plea agreements or enforcement actions that, individually or in the aggregate, are not reasonably likely to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Commscope Inc)

Compliance with Laws; Licenses. The businesses of each of the Company Buyer and its Subsidiaries have not beenbeen since the Applicable Date, and are not being, conducted in violation of any federalLaws and, stateto the Knowledge of Buyer, local or foreign law, statute or ordinance, or any rule, regulation, standard, judgment, order, writ, injunction, decree, arbitration award, agency requirement, license or permit of no notice has been received by Buyer from any Governmental Entity (collectively, “or any other Person alleging a violation of any such Laws”), except for violations that, individually or in the aggregate, would are not reasonably likely to be expected material to have Buyer and its Subsidiaries, taken as a Company Material Adverse Effect whole, or prevent, materially delay or materially impair the consummation ability of Buyer to consummate the transactions contemplated by this AgreementTransactions. To Except with respect to filings under the knowledge of management of the CompanyHSR Act, no investigation or review by any Governmental Entity with respect to the Company Buyer or any of its Subsidiaries is pending or or, to the Knowledge of Buyer, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for those such investigations or reviews, the outcome of which would is not, individually or in the aggregate, reasonably likely to be expected material to have Buyer and its Subsidiaries, taken as a Company Material Adverse Effect whole, or prevent, materially delay or materially impair the consummation ability of Buyer to consummate the transactions contemplated by this AgreementTransactions. The Company Buyer and each of its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions Permits and orders Orders issued or granted by a Governmental Entity (“Licenses”) necessary to conduct its business as presently conducted, except where those the failure to so possess or comply would notabsence of which, individually or in the aggregate, are not reasonably likely to be expected material to have Buyer and its Subsidiaries, taken as a Company Material Adverse Effect whole, or prevent, materially delay or materially impair the consummation ability of Buyer to consummate the transactions contemplated by this AgreementTransactions.

Appears in 1 contract

Samples: Merger Agreement (Solera Corp.)

Compliance with Laws; Licenses. (a) The businesses of each of the Company and its Subsidiaries have not beenbeen during the past three (3) years, and are not being, conducted in violation of any federal, state, local or foreign law, statute or ordinance, common law, or any rule, regulation, standard, judgment, order, writ, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively, “Laws”), except for violations thatas would not, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. To the knowledge of management of the Company. (b) Except with respect to regulatory matters covered by Section 5.5, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or threatenedor, to the Knowledge of the Company, threatened in writing, nor has any Governmental Entity indicated an intention to conduct the same, except for those the outcome of which as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation ability of the Company to consummate the Merger and the other transactions contemplated by this Agreement. To the Knowledge of the Company, no material change is required in the Company’s or any of its Subsidiaries’ processes, properties or written procedures or policies in connection with any Laws, and the Company has not received any written notice or communication of any material noncompliance with any Laws or any such actions that has not been cured as of the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the Merger or the other transactions contemplated by this Agreement. (c) The Company and each of its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity Entity, including the FDA and USDA and comparable state agencies (“Licenses”) ), necessary to conduct its business as presently conducted, except where the failure to so possess or comply as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement, and each License is valid and in full force and effect and no action is pending or, to the Knowledge of the Company, threatened that would reasonably be expected to result in revocation, cancellation or suspension of any License in any manner that would, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. All applications, notifications, submissions, information, claims, reports and statistics, and other data and conclusions derived therefrom, utilized as the basis for or submitted in connection with any and all requests for a License by the Company or any of its Subsidiaries, including from the FDA, USDA or other Governmental Authority were true, complete and correct as of the date of submission, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. (d) Neither the Company nor any of its Subsidiaries, and no director, officer, employee or, to the Company’s Knowledge, agents or other Persons acting for or on behalf of Company or any of its Subsidiaries, has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties, or campaigns or violated any provision of applicable United States and non-United States anti-bribery Laws and measures, including the FCPA and UK Xxxxxxx Xxx 0000 or (iii) taken any action that would constitute a violation of applicable United States and non-United States anti-bribery Laws and measures, including the FCPA and UK Xxxxxxx Xxx 0000. (e) Neither the Company nor any Subsidiary has obtained, or is required to have obtained, any liquor License from any applicable federal or state Governmental Authority. Neither the Company nor any Subsidiary has received or is due to receive any payments, fees or other consideration from liquor distributors. (f) All outstanding securities of the Company and each of its Subsidiaries have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and state “blue sky” laws.

Appears in 1 contract

Samples: Merger Agreement (Unified Grocers, Inc.)

Compliance with Laws; Licenses. The businesses of each of the Company and its Subsidiaries have not been, and are not being, conducted in violation of any federal, state, local or foreign law, statute or ordinance, common law, or any rule, regulation, standard, judgment, order, writ, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively, “Laws”"LAWS"), except for violations thatthat are not, individually or in the aggregate, would not reasonably be expected likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. To the knowledge of management of the Company, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or threatened, nor has any Governmental Entity indicated an intention to conduct the same. To the knowledge of the Company, except for those the outcome of which would not, individually or no material change is required in the aggregateCompany's or any of its Subsidiaries' processes, reasonably be expected to have a properties or procedures in connection with any such Laws, and the Company Material Adverse Effect has not received from any Governmental Entity or prevent, materially delay any Person acting on behalf of any Governmental Entity any notice or materially impair the consummation communication of any material noncompliance with any such Laws that has not been cured as of the transactions contemplated by date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity (“Licenses”"LICENSES") necessary to conduct its business as presently conducted, except where those the absence of or failure to so possess or comply would notwith which, individually or in the aggregate, would not reasonably be expected to have result in a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Color Kinetics Inc)

Compliance with Laws; Licenses. (a) The businesses of each of the Company and its Subsidiaries have not beenbeen during the past three (3) years, and are not being, conducted in violation of any federal, state, local or foreign law, statute or ordinance, common law, or any rule, regulation, standard, judgment, order, writ, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively, “Laws”), except for violations thatas would not, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. To the knowledge of management of the Company. (b) Except with respect to regulatory matters covered by Section 5.5, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or threatenedor, to the Knowledge of the Company, threatened in writing, nor has any Governmental Entity indicated an intention to conduct the same, except for those the outcome of which as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation ability of the Company to consummate the Merger and the other transactions contemplated by this Agreement. To the Knowledge of the Company, no material change is required in the Company’s or any of its Subsidiaries’ processes, properties or written procedures or policies in connection with any Laws, and the Company has not received any written notice or communication of any material noncompliance with any Laws or any such actions that has not been cured as of the date of this Agreement except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or prevent, materially delay or materially impair the ability of the Company to consummate the Merger or the other transactions contemplated by this Agreement. (c) The Company and each of its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity Entity, including the FDA and USDA and comparable state agencies (“Licenses”) ), necessary to conduct its business as presently conducted, except where the failure to so possess or comply as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement, and each License is valid and in full force and effect and no action is pending or, to the Knowledge of the Company, threatened that would reasonably be expected to result in revocation, cancellation or suspension of any License in any manner that would, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. All applications, notifications, submissions, information, claims, reports and statistics, and other data and conclusions derived therefrom, utilized as the basis for or submitted in connection with any and all requests for a License by the Company or any of its Subsidiaries, including from the FDA, USDA or other Governmental Authority were true, complete and correct as of the date of submission, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. (d) Neither the Company nor any of its Subsidiaries, and no director, officer, employee or, to the Company’s Knowledge, agents or other Persons acting for or on behalf of Company or any of its Subsidiaries, has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties, or campaigns or violated any provision of applicable United States and non‑United States anti-bribery Laws and measures, including the FCPA and UK Xxxxxxx Xxx 0000 or (iii) taken any action that would constitute a violation of applicable United States and non-United States anti-bribery Laws and measures, including the FCPA and UK Xxxxxxx Xxx 0000. (e) Neither the Company nor any Subsidiary has obtained, or is required to have obtained, any liquor License from any applicable federal or state Governmental Authority. Neither the Company nor any Subsidiary has received or is due to receive any payments, fees or other consideration from liquor distributors. (f) All outstanding securities of the Company and each of its Subsidiaries have been offered and issued in compliance in all material respects with all applicable securities laws, including the Securities Act and state “blue sky” laws.

Appears in 1 contract

Samples: Merger Agreement (Supervalu Inc)

Compliance with Laws; Licenses. (i) The businesses of each of the Company and its Subsidiaries since the Applicable Date have not been, and are not being, conducted in violation of any applicable federal, state, local local, foreign or foreign transnational law, statute or ordinance, common law, code, or any rulerule or regulation (collectively, regulation, standard“Laws”) or any order, judgment, orderinjunction, ruling, writ, injunction, decree, arbitration award, agency requirement, license award or permit decree of any Governmental Entity (collectively, “LawsOrder”), except for violations thatwhere failure to comply, individually or in the aggregate, has not had, and would not reasonably be expected likely to have have, a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this AgreementEffect. To the knowledge of management of the Company, no No investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or threatenedor, to the Knowledge of the Company, threatened in writing, nor has any Governmental Entity indicated an intention to conduct the same, except for those the outcome of which . Except as would not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect or preventEffect, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. The Company and its Subsidiaries possess each has obtained permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders order issued or granted by a Governmental Entity necessary to own, lease and operate their properties and assets, and to conduct their respective businesses as currently conducted or as may be required under applicable Law (each, a “License” and collectively, the “Licenses”). Notwithstanding the foregoing, this Section 5.1(j) necessary shall not apply with respect to conduct Taxes, which shall be covered exclusively by Section 5.1(n) or Environmental Laws, which shall be covered exclusively by Section 5.1(m). (ii) Each License is, and since the Applicable Date has been, valid and in full force and effect and has not been suspended, revoked, cancelled or adversely modified, and is not and has not been the subject of a written notice or Proceeding threatening (or to the Knowledge of the Company, has not received a threat) to suspend, revoke, cancel or adversely modify any such License, except where any of the foregoing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. No License is subject to any conditions or requirements that have not been imposed generally upon licenses in the same service, unless such conditions or requirements are set forth on the face of the applicable authorization. To the Knowledge of the Company, there has not been any event, condition or circumstance that would preclude any License from being renewed in the ordinary course (to the extent that such License is renewable by its business as presently conductedterms), except where the failure thereof to so possess be renewed has not had and would not reasonably be expected to have, individually or comply in the aggregate, a Company Material Adverse Effect. (iii) Except as would not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect Effect, the licensee of each License is, and since the Applicable Date has been, in compliance with such License and has fulfilled and performed all of its obligations in all respects with respect thereto, no event has occurred which, with or preventwithout notice or the lapse of time or both, materially delay would constitute a default or materially impair violation of any License, and the consummation Company has not received any written notice of a violation of any License. Except as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect, since the Applicable Date, neither the Company nor any of its Subsidiaries has received written notice or communication of any noncompliance or alleged noncompliance with any Licenses. (iv) (A) The Company, its Subsidiaries and, to the Knowledge of the transactions contemplated by this AgreementCompany, their respective officers, directors, employees, consultants, and agents or any other Person acting on its behalf are in compliance in all material respects with and for the past five (5) years have complied in all material respects with: (I) the provisions of the U.S. Foreign Corrupt Practices Act of 1977, as amended (15 U.S.C. § 78dd-1, et seq.) (“FCPA”) applicable to the Company, its Subsidiaries and such officers, directors, employees, consultants, and agents or any other Person acting on its behalf and (II) the provisions of all anti-bribery and anti-corruption Laws of each jurisdiction in which the Company and its Subsidiaries operate or have operated and in which any agent thereof is conducting or has conducted business involving the Company or any of its Subsidiaries.

Appears in 1 contract

Samples: Merger Agreement (Athenahealth Inc)

Compliance with Laws; Licenses. The businesses of each of the Company and its Subsidiaries (including the ownership and maintenance of all its assets, including the Owned Real Property (as defined in Section 5.1(k)(i))) have not not, since December 31, 2006, been, and are not being, conducted in violation of any applicable federal, state, local local, multinational or foreign law, statute or ordinance, common law, or any rule, regulation, directive, treaty, policy, standard, judgment, order, writ, injunction, decree, arbitration awardJudgment, agency requirement, license or permit of any Governmental Entity (collectively, “Laws), except for violations that, individually or in the aggregate, would are not reasonably be expected likely to have a Company Material Adverse Effect or prevent, materially delay prevent or materially impair the consummation of the transactions contemplated by this Agreement. To the knowledge of management The Company has not taken any action which would cause it to be in material violation of the CompanyForeign Corrupt Practices Act of 1977, no investigation as amended, or any rules and regulations thereunder. No investigation, audit or review by any Governmental Entity with respect to the Company or any of its Subsidiaries or any of their assets is pending or or, to the knowledge of the Company, threatened, nor has any Governmental Entity indicated an notified the Company of its intention to conduct the same, except for those such investigations or reviews the outcome of which would are not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect or prevent, materially delay prevent or materially impair the consummation of the transactions contemplated by this Agreement. As of the date hereof, to the knowledge of the Company, the Company has not received any notice or communication of any material noncompliance with any applicable Laws that has not been cured as of the date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity (“Licenses”) necessary to conduct its business as presently conductedconducted and operate the Owned Real Properties (as defined in Section 5.1(k)(i)), except where those the failure to so possess or comply absence of which would not, individually or in the aggregate, reasonably be expected to have result in a Company Material Adverse Effect or prevent, materially delay prevent or materially impair the consummation of the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Anheuser-Busch Companies, Inc.)

Compliance with Laws; Licenses. (i) The businesses of each of the Company and its Subsidiaries have not beenbeen since the Applicable Date, and are not being, conducted in violation of any federalLaws or Orders of any Governmental Entity, stateand, local or foreign lawsince the Applicable Date, statute or ordinanceneither the Company nor any of its Subsidiaries has been given written notice of, or been charged with, any ruleviolation of any Law of any Governmental Entity, regulationexcept, standardin each case, judgmentfor any such violation that is not, orderindividually or in the aggregate, writreasonably likely to have a Company Material Adverse Effect. The Company and its Subsidiaries have all authorizations, injunctionlicenses, decreefranchises, arbitration awardconsents, agency requirementcertificates, license registrations, approvals or permit other permits of any Governmental Entity necessary to conduct their businesses as currently conducted (collectivelyeach, a LawsPermit”) except any such Permit the absence of which, is not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. This Section 5.1(i)(i) does not relate to the Company SEC Reports, financial statements or disclosure controls and procedures or internal controls, which are the subject of Section 5.1(e), employee benefits, which are the subject of Section 5.1(h), environmental matters, which are the subject of Section 5.1(k) or tax matters, which are the subject of Section 5.1(l). (ii) To the Company’s Knowledge, neither the Company nor any of its Subsidiaries has at any time during the past three years committed any knowing and willful violation of U.S. Laws governing international business activities, including export control laws, trade and economic sanctions, or the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), except for violations that, individually or in the aggregate, would are not reasonably be expected likely to have a Company Material Adverse Effect or preventEffect. The Company and its Subsidiaries (A) keep books, materially delay or materially impair records, and accounts that accurately and fairly reflect in all material respects transactions and the consummation of the transactions contemplated by this Agreement. To the knowledge of management distribution of the Company’s and the Subsidiaries’ assets, no investigation or review by any Governmental Entity and maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are properly recorded in accordance with respect to the FCPA and (B) the Company or any of and its Subsidiaries have disclosure controls and procedures and an internal accounting controls system that is pending or threatenedsufficient to provide reasonable assurances that violations of the FCPA will be prevented, nor has any Governmental Entity indicated an intention to conduct the same, detected and deterred except for those the outcome such failures in each of which (A) and (B) as would not, individually or in the aggregate, be reasonably be expected likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity (“Licenses”) necessary to conduct its business as presently conducted, except where the failure to so possess or comply would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this AgreementEffect.

Appears in 1 contract

Samples: Merger Agreement (Jones Group Inc)

Compliance with Laws; Licenses. The businesses of each of the Company and its Subsidiaries and, to the Knowledge of the Company as of the date hereof, the businesses, as of the date hereof, of each of the Company Joint Ventures have not beenbeen since the Applicable Date, and are not being, conducted in violation of any federal, state, local or foreign law, statute or ordinance, common law, or any rule, regulation, standard, judgment, order, writ, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively, “Laws”), except for violations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impair Effect. Except with respect to regulatory matters that are the consummation subject of the transactions contemplated by this Agreement. To the knowledge of management of the CompanySection 6.5 hereof, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or or, to the Knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for those such investigations or reviews, the outcome of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this AgreementEffect. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity (“Licenses”) necessary to conduct its business as presently conducted, except where those the failure to so possess or comply absence of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect Effect, such Licenses are in full force and effect, and no suspension or preventcancellation of such Licenses is pending or, materially delay or materially impair to the consummation Knowledge of the transactions contemplated by this AgreementCompany, threatened, except where such failure to be in full force and effect, suspension or cancellation would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Txu Corp /Tx/)

Compliance with Laws; Licenses. The businesses of each of (a) Neither the Company and nor any of its Subsidiaries have not in the conduct of its business, is, or since June 9, 2017, has been, and are not being, conducted in violation of any federal, state, local or foreign law, statute or ordinanceRequirement of Law, or any rulejudgments, regulationorders, standardrulings, judgment, order, writ, injunction, decree, arbitration award, agency requirement, license injunctions or permit decrees of any a Governmental Entity Authority (collectively, “LawsDecrees”), applicable thereto or to the employees conducting such business, except for violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. To the knowledge of management of the Company, no investigation or review by any Governmental Entity with respect to the Effect. (b) The Company or any of and its Subsidiaries is pending as applicable, have obtained or threatenedmade, nor has any as the case may be, all permits, licenses, authorizations, orders and approvals, and all filings, applications and registrations with, all Governmental Entity indicated an intention Authorities (“Licenses’”), that are required to conduct the same, businesses of the Company and its Subsidiaries in the manner and to the full extent as currently conducted or currently contemplated to be conducted except for those the outcome of which would notwhere such failure to obtain or make, individually or in the aggregate, would not be materially adverse to the Company. None of such Licenses is subject to any restriction or condition that limits or would reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impair limit in any material way the consummation full operation of the transactions contemplated by this Agreement. The Company and or its Subsidiaries each as currently conducted or currently contemplated to be conducted. Each of the Licenses has obtained been duly obtained, is valid and in full force and effect, and is not subject to any pending or threatened proceeding to limit, condition, suspend, cancel, suspend, or declare such License invalid. Neither the Company nor any of its Subsidiaries is in compliance default in any material respect with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity (“Licenses”) necessary respect to conduct its business as presently conducted, except where the failure to so possess or comply would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation any of the transactions contemplated Licenses, and to the knowledge of the Company no event has occurred which constitutes, or with due notice or lapse of time or both may constitute, a default by this Agreementthe Company or any such Subsidiary under any License.

Appears in 1 contract

Samples: Securities Purchase Agreement (Seven Stars Cloud Group, Inc.)

AutoNDA by SimpleDocs

Compliance with Laws; Licenses. The businesses of each of the Company and Company, its Subsidiaries and, to the Knowledge of the Company, each of OPS Acquisitions Limited and Ocean Protective Services Limited, have not beenbeen since the Applicable Date, and are not being, conducted in violation of any U.S. federal, state, local or foreign non-U.S. law, statute or ordinance, common law, or any rule, regulation, standard, judgment, order, writ, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively, “Laws”), except for violations that, individually or in the aggregate, would not reasonably be expected are immaterial to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. To the knowledge of management of the Company, any of its Subsidiaries and/or either of of OPS Acquisitions Limited and Ocean Protective Services Limited (as applicable). Except with respect to regulatory matters covered by Section 4.5, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or or, to the Knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for those the outcome of which would are not, individually or in the aggregate, reasonably be expected likely to have result in a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation Change. Each of the transactions contemplated by this Agreement. The Company and Company, its Subsidiaries and, to the Knowledge of the Company, each of OPS Acquisitions Limited and Ocean Protective Services Limited has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity (“Licenses”) necessary to conduct its business as presently conducted, except where those the failure to so possess or comply absence of which would not, individually or in the aggregate, be reasonably be expected likely to have result in a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this AgreementChange.

Appears in 1 contract

Samples: Merger Agreement (Command Security Corp)

Compliance with Laws; Licenses. The businesses of each of the Company and its Subsidiaries have not beenbeen since December 31, 2006, and are not being, conducted in violation of any federal, state, local or foreign law, statute or ordinance, common law, or any rule, regulation, standard, judgment, order, writ, injunction, decree, determination, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively, “Laws”), except for violations thatthat would not, individually or in the aggregate, would not reasonably be expected likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this AgreementEffect. To the knowledge of management of the Company, no No investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or or, to the Knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for those such investigations or reviews, the outcome of which would not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this AgreementEffect. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licensescertifications, certificationsclearances, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity (“Licenses”) necessary to conduct its business as presently conducted, except where those the failure to so possess or comply absence of which would not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect Effect. No suspension or preventcancellation of any Licenses is pending or, materially delay to the Knowledge of the Company, threatened, and no such suspension or materially impair the consummation of cancellation will result from the transactions contemplated by this Agreement, except for suspensions or cancellations that would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Hilton Hotels Corp)

Compliance with Laws; Licenses. The businesses of each of the Company and its Subsidiaries have not been, and are not being, being conducted in violation of any federal, state, local or foreign law, statute or ordinance, or any rule, regulation, standard, judgment, order, writ, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity currently in effect (collectively, “Laws”), except for violations that, individually or in the aggregate, would not reasonably be expected to have result in a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this AgreementTransactions. To the knowledge of management the executive officers of the Company, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or threatenedpending, nor has any Governmental Entity indicated provided written notice of an intention to conduct the same, except for those the outcome of which would notinvestigations which, individually or in the aggregate, would not reasonably be expected to have result in a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this AgreementTransactions. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity (“Licenses”) necessary to conduct its business as presently conducted, except those the absence of which, or where the failure to so possess or comply comply, would not, individually or in the aggregate, reasonably be expected to have result in a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this AgreementTransactions.

Appears in 1 contract

Samples: Merger Agreement (Genlyte Group Inc)

Compliance with Laws; Licenses. (i) The businesses of each of the Company and its Subsidiaries since the Applicable Date have not been, and are not being, conducted in violation of any applicable federal, state, local local, foreign or foreign transnational law, statute or ordinance, common law, or any rulerule or regulation (collectively, regulation, standard“Laws”) or any order, judgment, orderinjunction, ruling, writ, injunction, decree, arbitration award, agency requirement, license award or permit decree of any Governmental Entity (collectively, “LawsOrder”), except for such violations thatthat would not, individually or in the aggregate, would not reasonably be expected likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this AgreementEffect. To the knowledge of management of the Company, no No investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or or, to the Knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for those such investigations or reviews the outcome of which would not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this AgreementEffect. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity (“Licenses”) necessary to conduct its business Except as presently conducted, except where the failure to so possess or comply would not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect Effect, the Company and its Subsidiaries possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and order issued or preventgranted by a Governmental Entity (collectively, materially delay “Licenses”) necessary to conduct their respective businesses, since the Applicable Date have been in compliance with all terms and conditions of such Licenses, no such Licenses are subject to any actual or materially impair possible revocation, withdrawal, suspension, cancellation, termination or modification, and since the consummation Applicable Date have not received written notice from any Governmental Entity alleging a conflict with or breach of any License. Notwithstanding the foregoing, this Section 5.1(j) shall not apply with respect to Taxes, which shall be covered exclusively by Section 5.1(n) or Environmental Laws, which shall be covered exclusively by Section 5.1(m). (ii) (A) The Company, its Subsidiaries and, to the Knowledge of the transactions contemplated by this Agreement.Company, their respective officers, directors, employees and agents are in compliance with and since July 1, 2012 have complied in all material respects with: (I) the provisions of the U.S.

Appears in 1 contract

Samples: Merger Agreement (Scripps Networks Interactive, Inc.)

Compliance with Laws; Licenses. The (a) Since the Applicable Date, the businesses of each of the Company and its Subsidiaries have not been, and are not being, conducted in violation of any applicable federal, state, provincial, local or foreign law, statute or ordinance, common law, or any rule, regulation, standard, judgment, order, writ, injunction, decreeOrder, arbitration award, agency requirement, license or permit (including of a prudential regulatory nature) of any Governmental Entity (collectively, “Laws”), except for violations thatthat would not, individually or in the aggregate, would not reasonably be expected to have result in a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated Effect. Except with respect to regulatory matters covered by this Agreement. To the knowledge of management of the CompanySection 6.5, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or threatenedor, nor has any Governmental Entity indicated an intention to conduct the sameKnowledge of the Company, threatened in writing, except for those such investigations or reviews the outcome of which would not, individually or in the aggregate, reasonably be expected to have result in a Company Material Adverse Effect or prevent, materially delay or materially impair Effect. To the consummation Knowledge of the transactions contemplated by Company, the Company has not received any written notice of any material noncompliance with any such Laws that has not been cured as of the date of this Agreement. . (b) The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders Orders issued or granted by a Governmental Entity (“Licenses”) necessary to conduct its business as presently currently conducted, except where those the absence of which or the failure to so possess or comply with which would not, individually or in the aggregate, reasonably be expected to have result in a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation Effect. Section 4.9(b) of the transactions contemplated by this AgreementCompany Disclosure Letter contains a true, correct and complete list of each jurisdiction where the Company or any of its Subsidiaries is conducting an insurance business for insurance regulatory purposes.

Appears in 1 contract

Samples: Merger Agreement (Genworth Financial Inc)

Compliance with Laws; Licenses. The businesses of each of the Company and its Subsidiaries have not been, and are not being, conducted in violation of any federal, state, local or foreign law, statute or ordinance, common law, or any rule, regulation, standard, judgment, order, writ, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively, “Laws”), except for violations that, individually or in the aggregate, would that are not reasonably be expected likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. No investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the Company’s Knowledge, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for such investigations or reviews the outcome of which are not reasonably likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. To the knowledge of management of Company’s Knowledge, no material change is required in the Company, no investigation or review by any Governmental Entity with respect to the Company ’s or any of its Subsidiaries is pending Subsidiaries’ processes, properties or threatenedprocedures in connection with any such Laws, nor and the Company has not received any Governmental Entity indicated an intention to conduct the same, except for those the outcome notice or communication of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation any material noncompliance with any such Laws that has not been cured as of the transactions contemplated by date of this Agreement. The Company and its Subsidiaries each has obtained and is in compliance in all material respects with the terms of all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity (“Licenses”) necessary to conduct its business as presently conducted, except where those the failure to so possess or comply absence of which would not, individually or in the aggregate, not reasonably be expected to have result in a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Parkway, Inc.)

Compliance with Laws; Licenses. The businesses of each of the Company and its Subsidiaries have not beenbeen since the Applicable Date, and are not being, conducted in violation of any federal, state, local or foreign law, statute or ordinance, common law, or any rule, regulation, standard, judgment, order, writ, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively, “Laws”)) or of any agreements or policies with respect to customer, user, private or personal data, or data or system privacy or security, except for violations that, individually or in the aggregate, would are not reasonably be expected likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation ability of the Company to consummate the Merger and the other transactions contemplated by this Agreement. To the knowledge of management of the CompanyExcept with respect to regulatory matters covered by Section 6.5, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or or, to the Company’s Knowledge, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for those such investigations or reviews, the outcome of which would is not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation ability of the Company to consummate the Merger and the other transactions contemplated by this Agreement. The Company and each of its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity (“Licenses”) necessary to conduct its business as presently conducted, except where those the failure to so possess or comply would notabsence of which, individually or in the aggregate, are not reasonably be expected likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation ability of the Company to consummate the Merger and the other transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Solera Holdings, Inc)

Compliance with Laws; Licenses. (i) The businesses of each of the Company and its Subsidiaries have not beenbeen since January 1, 2019, and are not being, conducted in violation of any applicable federal, state, local or foreign law, statute or ordinance, common law, or any rule, regulation, code, act, standard, judgment, order, writ, injunction, decree, arbitration or other award, agency requirement, license or permit of any Governmental Entity (collectively, “Laws”), except for violations that, individually or in the aggregate, would are not reasonably be expected likely to have a Company Material Adverse Effect or preventChange. Except with respect to regulatory matters covered by Section 4.5, materially delay or materially impair and to the consummation of the transactions contemplated by this Agreement. To the knowledge of management Knowledge of the Company, no investigation investigation, audit or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or or, to the Knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for those the outcome of which would are not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this AgreementChange. The Company and its Subsidiaries each has obtained and is in material compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity (“Licenses”) necessary to conduct its business as presently conducted, except where those the failure to so possess or comply absence of which would not, individually or in the aggregate, be reasonably be expected likely to have a Company Material Adverse Effect Change. (ii) Neither the Company nor any of its Subsidiaries, nor any of their respective shareholders, directors, officers, managers or preventemployees, materially delay or materially impair or, to the consummation Knowledge of the Company, their agents or other Representatives acting on behalf of or on the express authority of the Company or any of its Subsidiaries is currently, or has been at any time during the past three (3) years: (1) a Sanctioned Person, (2) engaging in any dealings or transactions contemplated with any Sanctioned Person or in any Sanctioned Country, or (3) otherwise in material violation of applicable Sanctions Laws, Ex-Im Laws or the anti-boycott laws administered by the U.S. Department of Commerce and the U.S. Department of the Treasury’s Internal Revenue Service (collectively, “Trade Control Laws”); (B) (1) using funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (2) directly or indirectly making, offering, or authorizing, any unlawful payment to any government official; or (3) directly or indirectly making, offering, or authorizing any unlawful bribe, rebate, payoff, influence payment, kickback or other similar unlawful payment, whether directly or indirectly to any Person for the purpose of gaining an improper business advantage or encouraging the recipient to violate the policies of his or her employer or to breach an obligation of good faith or loyalty, or that would otherwise materially violate the U.S. Foreign Corrupt Practices Act of 1977, as amended (“FCPA”) or any other similar applicable Law related to corruption or bribery (together with the FCPA, “Anti-Corruption Laws”). (iii) The Company and its consolidated Subsidiaries have maintained adequate policies and procedures and adhered to systems of internal controls as required of U.S. Issuers by the FCPA. (iv) During the past three (3) years, neither the Company nor any of its Subsidiaries has in connection with or relating to the business of the Company or any of its Subsidiaries received from any Governmental Entity or any other Person any written or, to the Knowledge of the Company, verbal notice, inquiry, or internal or external allegation; made any voluntary or involuntary disclosure to a Governmental Entity; or conducted any internal investigation or audit concerning any actual or potential violation or wrongdoing related to Trade Control Laws or Anti-Corruption Laws. As used in this Agreement.:

Appears in 1 contract

Samples: Merger Agreement (Echo Global Logistics, Inc.)

Compliance with Laws; Licenses. The businesses of each (i) To the knowledge of the Company (without independent investigation or inquiry) and its Subsidiaries have not been, and are not being, conducted in violation of any federal, state, local or foreign law, statute or ordinance, or any rule, regulation, standard, judgment, order, writ, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively, “Laws”), except for violations that, those matters that would not individually or in the aggregateaggregate constitute a Material Adverse Effect, the conduct of the operations of the Company has not violated, and as presently conducted does not violate in any material respect any Laws, including, but not limited to, any promulgation, interpretative advice or guidance of any court or Governmental Authority or agency, including, but not limited to, the Occupational Safety and Health Administration, the CMS or any medical industry standards, nor has the Company received any notice of any such violation that remains outstanding. (ii) To the knowledge of the Company (without independent investigation or inquiry), the Company has all licenses, certificates, permits, approvals, franchises, notices and authorizations (“Company Permits”) required for the conduct of its operations as currently conducted, except for such Company Permits which the failure to obtain would not reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this AgreementEffect. To the Company’s knowledge of management of the Company, no (without independent investigation or review by any Governmental Entity with respect to inquiry), all Company Permits are in full force and effect, the Company has not engaged in any activity that would cause or permit revocation, modification, cancellation or suspension of any such Company Permit, and no action or proceeding looking to or contemplating the revocation, modification, cancellation or suspension of its Subsidiaries any such Company Permit is pending or threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for those the outcome of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. The Company and its Subsidiaries each has obtained and is in compliance no knowledge of any default or claimed or purported or alleged default or state of facts that, with all permitsor without the giving or receipt of notice or the passage of time or both, licenseswould constitute a default by the Company under, certificationsor give rise to a right of revocation, approvalsmodification, registrationscancellation or suspension of, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity (“Licenses”) necessary to conduct its business as presently conducted, except where the failure to so possess or comply would not, individually or in the aggregate, reasonably be expected to have a any Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this AgreementPermit.

Appears in 1 contract

Samples: Management Services Agreement (Interhealth Facility Transport, Inc.)

Compliance with Laws; Licenses. The businesses of each of the such Company and its Subsidiaries have not beenbeen since the Applicable Date, and are not being, conducted in violation of any federalLaws and, stateto the Knowledge of such Company, local or foreign law, statute or ordinance, or any rule, regulation, standard, judgment, order, writ, injunction, decree, arbitration award, agency requirement, license or permit of no notice has been received by such Company from any Governmental Entity (collectively, “or any other Person alleging a violation of any such Laws”), except for violations that, individually or in the aggregate, would are not reasonably likely to be expected material to have such Company and its Subsidiaries, taken as a Company Material Adverse Effect whole, or prevent, materially delay or materially impair the consummation ability of such Company to consummate the transactions contemplated by this AgreementTransactions. To Except with respect to filings under the knowledge of management of the CompanyHSR Act, no investigation or review by any Governmental Entity with respect to the such Company or any of its Subsidiaries is pending or or, to the Knowledge of such Company, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for those such investigations or reviews, the outcome of which would is not, individually or in the aggregate, reasonably likely to be expected material to have such Company and its Subsidiaries, taken as a Company Material Adverse Effect whole, or prevent, materially delay or materially impair the consummation ability of such Company to consummate the transactions contemplated by this AgreementTransactions. The Such Company and each of its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions Permits and orders Orders issued or granted by a Governmental Entity (“Licenses”) necessary to conduct its business as presently conducted, except where those the failure to so possess or comply would notabsence of which, individually or in the aggregate, are not reasonably likely to be expected material to have such Company and its Subsidiaries, taken as a Company Material Adverse Effect whole, or prevent, materially delay or materially impair the consummation ability of such Company to consummate the transactions contemplated by this AgreementTransactions.

Appears in 1 contract

Samples: Merger Agreement (Solera Corp.)

Compliance with Laws; Licenses. (a) The businesses of each business of the Company and its Subsidiaries have is not beenbeing conducted, and are since December 31, 2014, has not beingbeen conducted, conducted in violation of any federal, state, local or foreign law, statute or ordinance, code, common law, or any rule, regulation, ordinance, standard, judgment, order, writ, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively, “Laws”), except for violations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. To the knowledge of management of the Company, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for those the outcome of which that would not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair Effect. To the consummation Knowledge of the transactions contemplated Company, no event has occurred or circumstance exists that (with or without notice or lapse of time) would reasonably be expected to constitute or result in a violation by this Agreement. the Company of, or a failure on the part of the Company to comply with, any Law that is reasonably likely to, individually or in the aggregate, result in a Material Adverse Effect. (b) The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity (“Licenses”) necessary to conduct its business as presently conducted, except where those the failure to so possess or comply absence of which would not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation Effect. Section 3.9(b) of the transactions contemplated Company Disclosure Letter contains a complete and accurate list of all material permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by this Agreementa Governmental Entity (collectively, “Governmental Authorizations”) that are held by the Company or that otherwise relate to the Business of the Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (Bob Evans Farms Inc)

Compliance with Laws; Licenses. (i) The businesses of each of the Company and its Subsidiaries have not beenbeen since the Applicable Date, and are not being, conducted in violation of any federal, state, local or foreign law, statute or ordinance, common law, or any rule, regulation, standard, judgment, order, writ, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (each, a “Law”, and collectively, “Laws”), except for violations that, individually or in the aggregate, would are not reasonably be expected likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated Effect. Except with respect to regulatory matters covered by this Agreement. To the knowledge of management of the CompanySection 6.5, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or or, to the Knowledge of the Company, threatened, nor has the Company or any of its Subsidiaries received written notice from any Governmental Entity indicated stating an intention of such Governmental Entity to conduct the same, except for those the outcome of which would are not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect or prevent, materially delay or materially impair the consummation Effect. Each of the transactions contemplated by this Agreement. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity (“Licenses”) necessary to conduct its business as presently conducted, except where those the failure to so possess absence of which or comply would the non-compliance with which are not, individually or in the aggregate, reasonably be expected likely to have a Company Material Adverse Effect Effect. (ii) Neither the Company nor any of its Subsidiaries, has at any time during the past five years committed any knowing and willful violation of U.S. Laws governing international business activities, including export control laws, trade and economic sanctions, or preventthe Foreign Corrupt Practices Act of 1977, materially delay as amended (the “Foreign Corrupt Practices Act”), except for violations that, individually or materially impair in the consummation aggregate, are not reasonably likely to have a Company Material Adverse Effect. To the Knowledge of the transactions contemplated by Company and as of the date of this Agreement, neither the Company nor any of its Subsidiaries is currently or has been within the past five years the target of any inquiry, investigation, settlement, plea agreement or enforcement action by a U.S. Governmental Entity involving an alleged or suspected violation of U.S. Laws governing international business activities, including export control laws, trade and economic sanctions, or the Foreign Corrupt Practices Act, except for such inquiries, investigations, settlements, plea agreements or enforcement actions that, individually or in the aggregate, are not reasonably likely to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Pharmaceutical Product Development Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!