Compliance with Laws; Licenses. (a) The Company and each of its Subsidiaries are, and since the Applicable Date, have been, in material compliance with all Laws applicable to the Company or any of its Subsidiaries, including Payment Services Directive (PSD2 – EU Directive 2015/2366) and applicable unclaimed property Laws, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. (b) Except with respect to regulatory matters covered by Section 7.6, no material 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 as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. (c) The Company and each of its Subsidiaries has obtained and is in compliance with in all material respects all Licenses necessary to conduct their respective businesses as presently conducted, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No Licenses shall cease to be effective as a result of the consummation of the Transactions and no suspension or cancellation of any of the Licenses is pending or, to the Knowledge of the Company, threatened, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. (d) The Company, its Subsidiaries and their respective officers, directors or employees, and, to the Knowledge of the Company, all of their respective other Representatives are in compliance in all respects with and in the last five (5) years have complied in all respects with (i) the FCPA, (ii) the UK Xxxxxxx Xxx 0000 (the “UKBA”), and (iii) the provisions of all anti-bribery, anti-corruption and anti-money laundering 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. Without limiting the foregoing in the last five (5) years none of the Company, any of its Subsidiaries or their respective officers, directors or employees, nor, to the Knowledge of the Company, any of their respective other Representatives (A) have paid, received, offered or promised to pay, or authorized or ratified the payment, directly or indirectly, of any monies or anything of value, (B) have established or maintained, or are maintaining, any unlawful fund of corporate monies or properties, (C) have used or are using any corporate funds for any illegal contributions, gifts, entertainment, hospitality, travel, or other expenses, (D) have, directly or indirectly, made, offered, authorized, facilitated, or promised any payment, contribution, gift, entertainment, bribe, rebate, kickback, financial or other advantage, or anything else of value, regardless of form or amount, to any national, provincial, municipal or other Government Official, any political party or candidate for political office, or any other Person in each case (A) – (D), connection with or relating to the business of the Company or its Subsidiaries in violation in any respect of the FCPA, the UKBA, and any Laws described in clause (iii) (collectively, “Anti-Corruption Laws”). (e) The Company, its Subsidiaries, and their respective officers, directors, employees and, to the Knowledge of the Company, any of their respective other Representatives has at all times during the past five (5) years is currently, and will remain in compliance in all material respects with Sanctions and Export Control Laws and U.S. antiboycott requirements (collectively, “Trade Controls”). None of the Company, any of its Subsidiaries or their respective officers, directors or employees or, to the Knowledge of the Company, any of their respective other Representatives are currently or have in the last five years been: (i) a Sanctioned Person; (ii) organized, resident, or located in a Sanctioned Country, (iii) operating in, conducting business with, or otherwise engaging in dealings with or for the benefit of any Sanctioned Person or in any Sanctioned Country; or (iii) otherwise in violation of any Trade Controls. (f) The operations of the Company and its Subsidiaries are and, since the Applicable Date, have been conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations, or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”). (g) No investigation, inquiry or enforcement proceedings by or before any Governmental Entity involving the Company or any of its Subsidiaries or any of their respective officers, directors or employees, nor to the Knowledge of the Company, any of their respective other Representatives with respect to the Money Laundering Laws, Trade Controls or Anti-Corruption Laws of which the Company or its Subsidiaries has been notified, is pending or, to the Knowledge of the Company, has been threatened in writing, and there are no circumstances likely to give rise to any such investigation, inquiry or proceedings.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Majesco), Merger Agreement (Majesco)
Compliance with Laws; Licenses. (ai) The Company T-Mobile and each of its Subsidiaries subsidiaries have been and are, and since the Applicable Datebusinesses of T-Mobile and its subsidiaries have been and are being, have beenconducted, in material compliance with all Laws applicable relating to the Company T-Mobile and its subsidiaries or any of its Subsidiaries, including Payment Services Directive (PSD2 – EU Directive 2015/2366) and applicable unclaimed property Lawstheir respective businesses or properties, except as would notwhere the failure to be in compliance with such applicable Laws, individually or in the aggregate, would not reasonably be expected to result in (A) have a Material Adverse Effect.
Effect on T-Mobile or (bB) Except with respect to regulatory matters covered by Section 7.6, no material prevent or materially delay the consummation of any of the transactions contemplated hereby. No investigation or review by any Governmental Entity with respect to the Company T-Mobile or any of its Subsidiaries subsidiaries is pending or, to the Knowledge knowledge of the CompanyT-Mobile, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except as would notfor such investigations or reviews that, individually or in the aggregate, would not reasonably be expected to result in (A) have a Material Adverse Effect.
Effect on T-Mobile or (cB) The Company prevent or materially delay the consummation of any of the transactions contemplated hereby. Each of T-Mobile and each of its Subsidiaries subsidiaries has obtained obtained, holds and is in compliance with in all material respects all Licenses necessary to conduct their respective businesses its business as presently conductedcurrently conducted (the “T-Mobile Material Licenses”), except as would notwhere the failure to have any such License, individually or in the aggregate, would not reasonably be expected to result in (A) have a Material Adverse Effect. No Licenses shall cease to be effective as a result of Effect on T-Mobile or (B) prevent or materially delay the consummation of the Transactions and no suspension or cancellation of any of the Licenses transactions contemplated hereby.
(ii) Each of T-Mobile and its subsidiaries is pending or, to the Knowledge in compliance with its obligations under each of the CompanyLicenses issued or granted to it by the FCC and all leases for the use of wireless spectrum between T-Mobile or any of its subsidiaries, threatenedas lessee(s), and the FCC licensees of such spectrum, as lessors (the “T-Mobile FCC Licenses”) and the rules and regulations of the FCC, and with its obligations under each of the Licenses issued or granted to it by PUCs regulating telecommunications businesses (the “T-Mobile State Licenses”), and with its obligations under each of the Licenses issued or granted to it by foreign Governmental Entities regulating telecommunications businesses (together with the T-Mobile Material Licenses, the T-Mobile FCC Licenses and the T-Mobile State Licenses, the “T-Mobile Communications Licenses”), in each case, except as would notas, individually or in the aggregate, would not reasonably be expected to be material to T-Mobile and its subsidiaries, taken as a whole.
(iii) T-Mobile and its subsidiaries are not the subject of, and there are no pending or, to the knowledge of T-Mobile, threatened proceedings, notices of violation, orders of forfeiture, complaints or investigations relating to the T-Mobile Communications Licenses before the FCC, the FAA or any other Governmental Entity, in each case, except as, individually or in the aggregate, would not reasonably be expected to be material to T-Mobile and its subsidiaries, taken as a whole. The FCC actions granting all T-Mobile Communications Licenses, together with all underlying construction permits, have not been reversed, stayed, enjoined, annulled or suspended, and there is no pending or, to the knowledge of T-Mobile, threatened application, petition, objection or other pleading with the FCC, the FAA or any other Governmental Entity that challenges or questions the validity of or any rights of the holder under any such T-Mobile Communications License, in each case, except as, individually or in the aggregate, would not reasonably be expected to be material to T-Mobile and its subsidiaries, taken as a whole.
(iv) T-Mobile or its subsidiaries have good and valid title to, or in the case of leases, a valid leasehold interest in, free and clear of all Liens, other than T-Mobile Permitted Liens, all of the T-Mobile Communications Licenses. Each of the T-Mobile Communications Licenses is issued in the name of T-Mobile or one of its subsidiaries. Each of the T-Mobile Communications Licenses is in full force and effect, is granted without conditions, except for those conditions on the face of such T-Mobile Communications License or conditions generally applicable to all similarly situated licenses of comparable spectrum, and is free and clear of all Liens (other than Permitted Liens), in each case, except as, individually or in the aggregate, would not reasonably be expected to be material to T-Mobile and its subsidiaries, taken as a whole.
(v) Each lease pursuant to which T-Mobile or any of its subsidiaries has the right to use wireless spectrum licensed by the FCC is (i) valid and binding, (ii) in compliance with all applicable Laws and (iii) enforceable in accordance with its terms, in each case, except as, individually or in the aggregate, would not reasonably be expected to be material to T-Mobile and its subsidiaries, taken as a whole. To the knowledge of T-Mobile, each licensee of such wireless spectrum is in compliance with all of its obligations under the FCC Rules with respect to each License to which any such lease relates, and, to the knowledge of T-Mobile, there are no facts or circumstances that would reasonably be likely (whether with or without notice, lapse of time or the occurrence of any other event) to preclude the renewal or extension of any such lease in the ordinary course of business, except as, individually or in the aggregate, would not reasonably be expected to be material to T-Mobile and its subsidiaries, taken as a whole. None of T-Mobile or its subsidiaries has, nor to the knowledge of T-Mobile has any other party to any such lease, claimed that any party to any such lease is in breach or default under such lease, and any past breach or default has been waived, cured or otherwise settled, in each case, except as, individually or in the aggregate, would not reasonably be expected to be material to T-Mobile and its subsidiaries, taken as a whole. No party to any such lease has claimed in writing nor, to the knowledge of T-Mobile, has any party threatened in writing that T-Mobile or any of its subsidiaries is in violation of or default under any such lease, or that such party has the right to terminate such lease, in each case, except as, individually or in the aggregate, would not reasonably be expected to be material to T-Mobile and its subsidiaries, taken as a whole. To the knowledge of T-Mobile, all FCC licenses underlying all such leases were validly issued and are in full force and effect, and are not subject to proceedings or threatened proceedings that could reasonably be expected to result in the revocation, modification, restriction, cancellation, termination, suspension or non-renewal of any such FCC license, in each case, except as, individually or in the aggregate, would not reasonably be expected to be material to T-Mobile and its subsidiaries, taken as a Material Adverse Effectwhole.
(dvi) The CompanyAll of the currently operating cell sites, microwave paths, fiber routes and other network facilities of T-Mobile and its Subsidiaries subsidiaries in respect of which a filing with the FCC or any other Governmental Entity was required have been constructed and their respective officers, directors or employees, and, are currently operated as represented to the Knowledge FCC or such other Governmental Entity in currently effective filings, and modifications to such cell sites, microwave paths, fiber routes or other network facilities have been preceded by the submission to the FCC or any other applicable Governmental Entity of all required filings, in each case, except as, individually or in the Companyaggregate, all would not reasonably be expected to be material to T-Mobile and its subsidiaries, taken as a whole. All facilities constructed by T-Mobile or its subsidiaries for the purpose of their respective other Representatives demonstrating compliance with FCC substantial service or build-out requirements, or educational use requirements, whether such filings were made by T-Mobile or a lessor leasing spectrum to T-Mobile, remain constructed and are currently being operated as represented to the FCC, except as, individually or in compliance in all respects the aggregate, would not reasonably be expected to be material to T-Mobile and its subsidiaries, taken as a whole.
(vii) All transmission towers owned or leased by T-Mobile and its subsidiaries are (to the knowledge of T-Mobile with respect to leased towers) obstruction-marked and lighted by T-Mobile or its subsidiaries to the extent required by, and in accordance with, the last five (5) years have complied FAA Rules, except as, individually or in all respects with (i) the FCPAaggregate, (ii) the UK Xxxxxxx Xxx 0000 (the “UKBA”), and (iii) the provisions of all antiwould not reasonably be expected to be material to T-bribery, anti-corruption and anti-money laundering Laws of each jurisdiction in which the Company Mobile and its Subsidiaries operate subsidiaries, taken as a whole. Appropriate notification to the FAA has been made for each transmission tower owned or have operated leased by T-Mobile and in which any agent thereof is conducting or has conducted business involving its subsidiaries to the Company extent required to be made by T-Mobile or any of its Subsidiaries. Without limiting subsidiaries by, and in accordance with, the foregoing FAA Rules, in each case, except as, individually or in the last five aggregate, would not reasonably be expected to be material to T-Mobile and its subsidiaries, taken as a whole.
(5viii) years none of the Company, Neither T-Mobile nor any of its Subsidiaries or their respective officerssubsidiaries holds any T-Mobile Communications Licenses through a partnership, directors or employees, nor, to the Knowledge of the Company, any of their respective other Representatives (A) have paid, received, offered or promised to pay, or authorized or ratified the payment, directly or indirectly, of any monies or anything of value, (B) have established or maintained, or are maintaining, any unlawful fund of corporate monies or properties, (C) have used or are using any corporate funds for any illegal contributions, gifts, entertainment, hospitality, travel, joint venture or other expenses, (D) have, directly or indirectly, made, offered, authorized, facilitated, or promised any payment, contribution, gift, entertainment, bribe, rebate, kickback, financial or other advantage, or anything else person that is not a subsidiary of value, regardless of form or amount, to any national, provincial, municipal or other Government Official, any political party or candidate for political officeT-Mobile, or any other Person in each case (A) – (D)structured finance, connection with special purpose or relating to the business of the Company limited purpose entity or its Subsidiaries in violation in any respect of the FCPA, the UKBA, and any Laws described in clause (iii) (collectively, “Anti-Corruption Laws”)person.
(eix) The Company, its Subsidiaries, and their respective officers, directors, employees and, to the Knowledge of the Company, any of their respective other Representatives has at all times during the past five (5) years is currently, and will remain in compliance in all material respects with Sanctions and Export Control Laws and U.S. antiboycott requirements (collectively, “Trade Controls”). None of the Company, any of its Subsidiaries or their respective officers, directors or employees or, to the Knowledge of the Company, any of their respective other Representatives are currently or have in the last five years been: (i) a Sanctioned Person; (ii) organized, resident, or located in a Sanctioned Country, (iii) operating in, conducting business with, or otherwise engaging in dealings with or for the benefit of any Sanctioned Person or in any Sanctioned Country; or (iii) otherwise in violation of any Trade Controls.
(f) The operations of the Company T-Mobile and its Subsidiaries subsidiaries are and, since fully qualified under the Applicable Date, have been conducted at all times in compliance in all material respects with applicable financial recordkeeping Communications Act and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related of the FCC to hold the T-Mobile FCC Licenses generally. To the knowledge of T-Mobile, there are no facts or similar rules, regulations, or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”).
(g) No investigation, inquiry or enforcement proceedings by or before any Governmental Entity involving the Company or any of its Subsidiaries or any of their respective officers, directors or employees, nor circumstances relating to the Knowledge qualifications of T-Mobile and its subsidiaries that would prevent or materially delay the Company, grant of any of their respective FCC Form 603 application (or other Representatives appropriate form) under the FCC Rules and the Communications Act with respect to the Money Laundering Laws, Trade Controls or Anti-Corruption Laws of which the Company or its Subsidiaries has been notified, is pending or, to the Knowledge of the Company, has been threatened in writing, and there are no circumstances likely to give rise to any such investigation, inquiry or proceedingsMerger Transactions.
Appears in 2 contracts
Samples: Business Combination Agreement (T-Mobile US, Inc.), Business Combination Agreement (SPRINT Corp)
Compliance with Laws; Licenses. (aExcept as set forth in Section 5.1(i) The of the Company Disclosure Letter, the businesses of each of the Company and each of its Subsidiaries are, and have not been since the Applicable Date, have beenand are not being, conducted in material compliance with all Laws applicable to the Company 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 or License of its Subsidiariesthe Bankruptcy Court or any Governmental Entity (collectively, including Payment Services Directive (PSD2 – EU Directive 2015/2366) and applicable unclaimed property “Laws”), except as would notfor violations that, individually or in the aggregate, reasonably be expected to result have not had and would not have, individually or in the aggregate, a Company Material Adverse Effect.
(b) . Except with respect to regulatory matters covered by that are the subject of Section 7.66.3 hereof or are set forth in Section 5.1(i) of the Company Disclosure Letter, no material 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, threatenedthreatened in writing, nor 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 as for 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 result in a Company Material Adverse Effect.
(c. Except as set forth in Section 5.1(i) The of the Company Disclosure Letter, the Company and each of its Subsidiaries has obtained and possesses and is in compliance with in all material respects all Licenses permits, 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 their respective businesses its business as presently conducted, except as those the absence of which have not had and would notnot have, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. No Licenses shall cease to be effective Except as a result set forth in Section 5.1(i) of the consummation of the Transactions Company Disclosure Letter, such Licenses are in full force and effect, and no suspension or cancellation of any of the such Licenses is pending or, to the Knowledge of the Company, threatenedthreatened in writing, except as where such failure to be in full force and effect, suspension or cancellation has not had and would notnot have, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect.
(d) The Company, its Subsidiaries and their respective officers, directors or employees, and, to the Knowledge of the Company, all of their respective other Representatives are in compliance in all respects with and in the last five (5) years have complied in all respects with (i) the FCPA, (ii) the UK Xxxxxxx Xxx 0000 (the “UKBA”), and (iii) the provisions of all anti-bribery, anti-corruption and anti-money laundering 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. Without limiting the foregoing in the last five (5) years none of the Company, any of its Subsidiaries or their respective officers, directors or employees, nor, to the Knowledge of the Company, any of their respective other Representatives (A) have paid, received, offered or promised to pay, or authorized or ratified the payment, directly or indirectly, of any monies or anything of value, (B) have established or maintained, or are maintaining, any unlawful fund of corporate monies or properties, (C) have used or are using any corporate funds for any illegal contributions, gifts, entertainment, hospitality, travel, or other expenses, (D) have, directly or indirectly, made, offered, authorized, facilitated, or promised any payment, contribution, gift, entertainment, bribe, rebate, kickback, financial or other advantage, or anything else of value, regardless of form or amount, to any national, provincial, municipal or other Government Official, any political party or candidate for political office, or any other Person in each case (A) – (D), connection with or relating to the business of the Company or its Subsidiaries in violation in any respect of the FCPA, the UKBA, and any Laws described in clause (iii) (collectively, “Anti-Corruption Laws”).
(e) The Company, its Subsidiaries, and their respective officers, directors, employees and, to the Knowledge of the Company, any of their respective other Representatives has at all times during the past five (5) years is currently, and will remain in compliance in all material respects with Sanctions and Export Control Laws and U.S. antiboycott requirements (collectively, “Trade Controls”). None of the Company, any of its Subsidiaries or their respective officers, directors or employees or, to the Knowledge of the Company, any of their respective other Representatives are currently or have in the last five years been: (i) a Sanctioned Person; (ii) organized, resident, or located in a Sanctioned Country, (iii) operating in, conducting business with, or otherwise engaging in dealings with or for the benefit of any Sanctioned Person or in any Sanctioned Country; or (iii) otherwise in violation of any Trade Controls.
(f) The operations of the Company and its Subsidiaries are and, since the Applicable Date, have been conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations, or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”).
(g) No investigation, inquiry or enforcement proceedings by or before any Governmental Entity involving the Company or any of its Subsidiaries or any of their respective officers, directors or employees, nor to the Knowledge of the Company, any of their respective other Representatives with respect to the Money Laundering Laws, Trade Controls or Anti-Corruption Laws of which the Company or its Subsidiaries has been notified, is pending or, to the Knowledge of the Company, has been threatened in writing, and there are no circumstances likely to give rise to any such investigation, inquiry or proceedings.
Appears in 2 contracts
Samples: Merger Agreement (Nextera Energy Inc), Merger Agreement (Energy Future Intermediate Holding CO LLC)
Compliance with Laws; Licenses. (ai) The Company and each of its Subsidiaries are, and MCC Business as conducted since the Applicable Date, have Date has been, and is being, conducted in compliance in all material compliance respects with all applicable Laws applicable or any Order. No audit or, to the Company or any Knowledge of its Subsidiariesthe Seller, including Payment Services Directive (PSD2 – EU Directive 2015/2366) and applicable unclaimed property Laws, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
(b) Except with respect to regulatory matters covered by Section 7.6, no material investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries MCC Business is pending or, to the Knowledge as of the Companydate of this Agreement, threatenedthreatened in writing, nor has any Governmental Entity indicated an intention to conduct the same, except for such audits, investigations or reviews the outcome of which would not, individually or in the aggregate, be material to the MCC Business. Except as would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect, each of the Transferred Entities possess each License necessary to conduct the MCC Business. Notwithstanding the foregoing, this Section 3.01(l) shall not apply with respect to Taxes, which shall be covered exclusively by Section 3.01(h), Employee Plans, which shall be covered exclusively by Section 3.01(i), Labor Matters, which shall be covered exclusively by Section 3.01(j), Environmental Laws, which shall be covered exclusively by Section 3.01(m), or Health Regulatory Laws, which shall be covered exclusively by Section 3.01(s).
(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 Seller, has not received a threat) to suspend, revoke, cancel or adversely modify any such License, except where any of the foregoing would be material to the MCC Business. To the Knowledge of the Seller, except in connection with businesses in particular geographies that are not as of the date hereof being conducted by the Seller, there has not been any event, condition or circumstance that would preclude any License from being renewed in the Ordinary Course of Business (to the extent that such License is renewable by its terms), except where the failure thereof to be renewed has not had and would not reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect.
(ciii) The Company licensee of each License is, and each of its Subsidiaries since the Applicable Date has obtained and is been, in compliance with in all material respects with such License and has fulfilled and performed all Licenses necessary to conduct their respective businesses as presently conductedof its obligations in all material respects with respect thereto, except as no event has occurred which, with or without notice or the lapse of time or both, would notconstitute a material default, individually violation or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No Licenses shall cease to be effective as a result of the consummation of the Transactions and no suspension or cancellation non-compliance of any License, and the Seller has not received any written notice of the Licenses is pending or, to the Knowledge a material violation of the Company, threatened, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectany License.
(div) The CompanyNon-MCC Entities (solely with respect to the MCC Business), its Subsidiaries and their respective officers, directors or employees, the Transferred Entities and, to the Knowledge of the CompanySeller, all of their respective officers, directors, employees, consultants and agents or any other Representatives person acting on behalf of the MCC Business are in compliance in all material respects with and in since the last five (5) years Applicable Date have complied in all material respects with with: (iI) 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 MCC Business and such officers, (ii) directors, employees, consultants and agents or any other person acting on behalf of the UK Xxxxxxx Xxx 0000 (the “UKBA”), MCC Business and (iiiII) the provisions of all anti-bribery, bribery and anti-corruption and anti-money laundering Laws of each jurisdiction in which the Company Non-MCC Entities (solely with respect to the MCC Business) and its Subsidiaries the Transferred Entities operate or have operated and in which any agent thereof is conducting or has conducted business involving the Company or any of its Subsidiaries. Without limiting MCC Business.
(v) Since the foregoing in the last five (5) years none of the Company, any of its Subsidiaries or their respective officers, directors or employees, norApplicable Date, to the Knowledge of the CompanySeller, any the Non-MCC Entities (solely with respect to the MCC Business), the Transferred Entities and, to the Knowledge of the Seller, their respective officers, directors, employees, consultants and agents or any other Representatives (A) person acting on behalf of the MCC Business have paid, received, offered or promised to pay, or authorized or ratified the payment, not directly or indirectly, of any monies or anything of value, (B) have established or maintained, or are maintaining, any unlawful fund of corporate monies or properties, (C) have used or are using any corporate funds for any illegal contributions, gifts, entertainment, hospitality, travel, or other expenses, (D) have, directly or indirectlyindirectly given, made, authorized, offered, authorized, facilitated, solicited or promised agreed to give any payment, contribution, gift, entertainment, bribe, rebate, kickbackpayoff, financial influence payment, kickback or other advantage, or anything else thing of value, regardless of form or amountform, to any multi-national, supra-national, federal, state, country, provincial, municipal or other Government Official, Official or any political party or candidate for political officeoffice for the purpose of corruptly influencing any act or decision of such official or of the Governmental Entity to obtain or retain business, to direct business to any person, or to improperly obtain or retain any favorable treatment or secure any other Person in each case (A) – (D)improper benefit, connection with special concession or relating to the business advantage. For purposes of the Company this provision, “Government Official” means any official, officer, employee, or its Subsidiaries in violation in representative of any respect Governmental Entity, and includes any official or employee of the FCPA, the UKBAany government-owned entity, and any Laws described officer or employee of a public international organization, as well as any person acting in clause (iii) (collectivelyan official capacity for or on behalf of any such government or department, “Anti-Corruption Laws”).
(e) The Company, its Subsidiaries, and their respective officers, directors, employees and, to the Knowledge of the Company, any of their respective other Representatives has at all times during the past five (5) years is currently, and will remain in compliance in all material respects with Sanctions and Export Control Laws and U.S. antiboycott requirements (collectively, “Trade Controls”). None of the Company, any of its Subsidiaries or their respective officers, directors or employees or, to the Knowledge of the Company, any of their respective other Representatives are currently or have in the last five years been: (i) a Sanctioned Person; (ii) organized, residentagency, or located in a Sanctioned Country, (iii) operating in, conducting business withinstrumentality, or otherwise engaging in dealings with for or for the benefit on behalf of any Sanctioned Person or in any Sanctioned Country; or (iii) otherwise in violation of any Trade Controlssuch public international organization.
(f) The operations of the Company and its Subsidiaries are and, since the Applicable Date, have been conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations, or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”).
(g) No investigation, inquiry or enforcement proceedings by or before any Governmental Entity involving the Company or any of its Subsidiaries or any of their respective officers, directors or employees, nor to the Knowledge of the Company, any of their respective other Representatives with respect to the Money Laundering Laws, Trade Controls or Anti-Corruption Laws of which the Company or its Subsidiaries has been notified, is pending or, to the Knowledge of the Company, has been threatened in writing, and there are no circumstances likely to give rise to any such investigation, inquiry or proceedings.
Appears in 2 contracts
Samples: Stock and Asset Purchase Agreement (Magellan Health Inc), Stock and Asset Purchase Agreement (Molina Healthcare, Inc.)
Compliance with Laws; Licenses. (a) The Company and Company, each of its Subsidiaries are, and the Funds are (and since the Applicable Date, IPO Date have been, ) in material compliance with all Laws applicable to the Company, any of its Subsidiaries or any of the Funds and their respective properties and assets, except for such non-compliance as would not, individually or in the aggregate, reasonably be expected to have a material negative impact on the Company and its Subsidiaries, taken as a whole. Since the IPO Date, none of the Company, any of its Subsidiaries or any of the Funds has received written notice to the effect that a Governmental Authority (i) claimed or charged that the Company, any of its Subsidiaries, any of their respective officers, directors or employees, acting in such capacities, or any of the Funds was not in compliance with all Laws applicable to the Company, any of its Subsidiaries, any of their respective officers, directors or employees or any of the Funds, as the case may be, any of their properties or other assets or any of their businesses or operations, except for claims and charges that have been favorably resolved or (ii) was considering the amendment, termination, revocation or cancellation of any License (as defined below), except, in the case of clause (i) or (ii), as would not, individually or in the aggregate, reasonably be expected to have a material negative impact on the Company and its Subsidiaries, taken as a whole.
(b) Since the IPO Date, none of the Company, any of its Subsidiaries or any of the Funds has received written notice of a claim or charge that has not been favorably resolved by a Governmental Authority of a violation of the securities Laws (which include, without limitation, Laws relating to investment management) of the United States, the United Kingdom or the Cayman Islands by the Company, any of its Subsidiaries, any of their respective officers, directors or employees, or any of the Funds that could, individually or in the aggregate, reasonably be expected to negatively affect (other than in a transitory manner) the reputation of the Company and its Subsidiaries, their business franchise, their ability to raise and retain assets under management and their ability to preserve and attract Clients or key employees and partners in a significant or fundamental way.
(c) Except as set forth on Section 3.13(c) of the Company Disclosure Schedule, none of the Company or any of its Subsidiaries, including Payment Services Directive or to the Knowledge of the Company, any person (PSD2 – EU Directive 2015/2366i) “associated” (as defined under the Investment Advisers Act of 1940, as amended (the “Advisers Act”)) with, or (ii) who is an “affiliated person” (as defined under the Investment Company Act of 1940, as amended (the “Investment Company Act”)) of any of the foregoing, has been convicted of any crime or is or has engaged in any conduct that would be a basis for
(A) denial, suspension or revocation of registration of an investment adviser under Section 203(e) of the Advisers Act or the creation of a disclosure obligation under Rule 206(4)-4(b) thereunder, or ineligibility to serve as an associated person of an investment adviser, (B) being ineligible to serve as an investment adviser (or in any other capacity contemplated by the Investment Company Act) to a registered investment company pursuant to Section 9(a) or 9(b) of the Investment Company Act or (C) being ineligible to serve as a broker-dealer or an associated person of a broker-dealer pursuant to Section 15(b) of the Exchange Act, and to the Knowledge of the Company, there is no proceeding or investigation that is reasonably likely to become the basis for any such ineligibility, disqualification, denial, suspension or revocation.
(d) Each Subsidiary identified on Section 3.13(d) of the Company Disclosure Schedule (the “Registered Advisers”) has at all times required by applicable unclaimed property LawsLaw been duly registered as an investment adviser under the Advisers Act except as would not, individually or in the aggregate, reasonably be expected to have a material negative impact on the Company and its Subsidiaries, taken as a whole. Each of the Company and its Subsidiaries has at all times required by applicable Law been duly registered, licensed and qualified as an investment adviser in all jurisdictions where such registration, licensing, qualification or notification is required in order to conduct its business, except as would not, individually or in the aggregate, reasonably be expected to result have a material negative impact on the Company and its Subsidiaries, taken as a whole. The Company has delivered to the Parent true and complete copies of the most recent Form ADV (including Part II) of each Registered Adviser, as amended to date, and any other applicable foreign and domestic registration forms, likewise as amended to date. The information contained in such forms was in material compliance with applicable Law and true and complete in all material respects at the time of filing and the Company has made all amendments to such forms as is required to make under applicable Laws. Each Registered Adviser has adopted a Material Adverse Effect.
written policy regarding xxxxxxx xxxxxxx and a code of ethics, which complies in all material respects with all applicable provisions of the Advisers Act (b) Except including with respect to regulatory matters covered by xxxxxxx xxxxxxx and personal trading under Section 7.6204A thereof and Rule 204A-1 thereunder), no material investigation or review by any Governmental Entity with respect copies of which have been made available to the Company or any of its Subsidiaries is pending or, to the Knowledge Parent. All employees of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct Registered Advisers have executed acknowledgments that they are bound by the sameprovisions of the applicable xxxxxxx xxxxxxx policies and code of ethics, except as would not, individually or in the aggregate, reasonably be expected to result have a material impact on the Company and its Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
material negative impact on the Company and its Subsidiaries, taken as a whole, during the past three (c3) years, there have been no violations or allegations of violations of such codes of ethics or xxxxxxx xxxxxxx policies. Except as would not, individually or in the aggregate, reasonably be expected to have a material negative impact on the Company and its Subsidiaries, taken as a whole, each Registered Adviser has adopted a written compliance program regarding such Registered Adviser’s satisfaction of the requirements of Rule 206(4)-7 under the Advisers Act. The Company and each of its Subsidiaries has obtained (i) have all Permits, registrations, certifications and is other approvals (collectively, “Licenses”) required from Governmental Authorities required in order for them to lawfully conduct their business in the manner presently conducted, except where the failure to have the same would not, individually or in the aggregate, reasonably be expected to have a material negative impact on the Company and its Subsidiaries, taken as a whole and (ii) are in compliance with the terms of all such Licenses, except for such non-compliance as would not, individually or in all the aggregate, reasonably be expected to have a material respects all Licenses necessary negative impact on the Company and its Subsidiaries, taken as a whole. No person other than any full-time employee of the Company or its Subsidiaries renders investment education or investment management services on behalf of the Company or its Subsidiaries to conduct their respective businesses as presently conductedClients of the Company or its Subsidiaries, or solicits Clients with respect to the provision of investment advice or investment management services by the Company or its Subsidiaries, except as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. No Licenses shall cease to be effective material negative impact on the Company and its Subsidiaries, taken as a result of the consummation of the Transactions and no suspension or cancellation of any of the Licenses is pending or, to the Knowledge of the Company, threatened, except whole.
(e) Except as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect.
(d) The Company, its Subsidiaries and their respective officers, directors or employees, and, to the Knowledge of the Company, all of their respective other Representatives are in compliance in all respects with and in the last five (5) years have complied in all respects with (i) the FCPA, (ii) the UK Xxxxxxx Xxx 0000 (the “UKBA”), and (iii) the provisions of all anti-bribery, anti-corruption and anti-money laundering Laws of each jurisdiction in which material negative impact on the Company and its Subsidiaries operate or have operated Subsidiaries, taken as a whole, and in which any agent thereof is conducting or has conducted business involving except as set forth on Section 3.13(e) of the Company or any of its Subsidiaries. Without limiting the foregoing in the last five (5) years Disclosure Schedule, none of the Company, any of its Subsidiaries or their respective officers, directors or employees, nor, to the Knowledge of the Company, any of their respective other Representatives (A) have paid, received, offered or promised to pay, or authorized or ratified the payment, directly or indirectly, of any monies or anything of value, (B) have established or maintained, or are maintaining, any unlawful fund of corporate monies or properties, (C) have used or are using any corporate funds for any illegal contributions, gifts, entertainment, hospitality, travel, or other expenses, (D) have, directly or indirectly, made, offered, authorized, facilitated, or promised any payment, contribution, gift, entertainment, bribe, rebate, kickback, financial or other advantage, or anything else of value, regardless of form or amount, to any national, provincial, municipal or other Government Official, any political party or candidate for political office, or any other Person in each case (A) – (D), connection with or relating to the business of the Company is a “broker” or its Subsidiaries in violation in any respect “dealer” within the meaning of the FCPAExchange Act, a “commodity pool operator” or “commodity trading adviser” within the UKBA, and any Laws described in clause (iii) (collectively, “Anti-Corruption Laws”).
(e) The Company, its Subsidiaries, and their respective officers, directors, employees and, to the Knowledge meaning of the CompanyCommodity Exchange Act, any of their respective other Representatives has at all times during the past five (5) years is currentlyor a trust company. Except as would not, and will remain in compliance in all material respects with Sanctions and Export Control Laws and U.S. antiboycott requirements (collectively, “Trade Controls”). None of the Company, any of its Subsidiaries individually or their respective officers, directors or employees or, to the Knowledge of the Company, any of their respective other Representatives are currently or have in the last five years been: (i) aggregate, reasonably be expected to have a Sanctioned Person; (ii) organized, resident, or located in a Sanctioned Country, (iii) operating in, conducting business with, or otherwise engaging in dealings with or for the benefit of any Sanctioned Person or in any Sanctioned Country; or (iii) otherwise in violation of any Trade Controls.
(f) The operations of material negative impact on the Company and its Subsidiaries are andSubsidiaries, since the Applicable Datetaken as a whole, have been conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements none of the Currency and Foreign Transactions Reporting Act of 1970, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations, or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”).
(g) No investigation, inquiry or enforcement proceedings by or before any Governmental Entity involving the Company or any of its Subsidiaries or any of their respective officers, directors officers or employeesemployees is, nor during the past five (5) years has any such Person been, registered or required to be registered as a broker or dealer, a commodity trading adviser, a commodity pool operator, a futures commission merchant, an introducing broker, a registered representative or associated person, a counseling officer, a sales person or in any similar capacity with the Knowledge SEC, the CFTC, the NFA, the FINRA or the securities commission of any state or any self-regulatory body and no such Person is subject to any material liability or disability by reason of any failure to be so registered.
(f) Except as would not, individually or in the aggregate, reasonably be expected to have a material negative impact on the Company and its Subsidiaries, taken as a whole, each of the Company, any of their respective other Representatives with respect to the Money Laundering Laws, Trade Controls or Anti-Corruption Laws of which the Company or and its Subsidiaries has been notifiedcomplied with (i) the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, is pending orwhich comprises Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as amended, and the regulations promulgated thereunder, (ii) the rules and regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control and (iii) other national or international anti-money laundering Laws, in the case of clauses (ii) and (iii), to the Knowledge of the Company, has been threatened in writing, and there extent such Laws are no circumstances likely applicable to give rise to any such investigation, inquiry or proceedingsthem.
Appears in 2 contracts
Samples: Merger Agreement (Sage Summit LP), Merger Agreement (GLG Partners, Inc.)
Compliance with Laws; Licenses. (ai) The businesses of each of the Company and each of its Subsidiaries are, and have not been since the Applicable Date, have beenand are not being, conducted in material compliance with all Laws applicable to the Company 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 its Subsidiariesany Governmental Entity (collectively, including Payment Services Directive (PSD2 – EU Directive 2015/2366) and applicable unclaimed property “Laws”), except as would notfor violations that, individually or in the aggregate, would not reasonably be expected to result in be material to the Company taken as a Material Adverse Effect.
(b) whole. Except with respect to regulatory matters covered by Section 7.66.3(g), no material investigation investigation, review or review enforcement 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 as for such investigations or reviews, the outcome of which would not, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Effect.
(c) material to the Company taken as whole. The Company and each of its Subsidiaries has obtained and is in compliance with in all material respects all Licenses permits, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity (“Licenses”) necessary to conduct their respective businesses its business as presently conducted, except as those the absence of which would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No Licenses shall cease be material to be effective the Company taken as a result of the consummation of the Transactions and no suspension or cancellation of any of the Licenses is pending or, to the Knowledge of the Company, threatened, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectwhole.
(d) The Company, its Subsidiaries and their respective officers, directors or employees, and, to the Knowledge of the Company, all of their respective other Representatives are in compliance in all respects with and in the last five (5) years have complied in all respects with (i) the FCPA, (ii) In the UK Xxxxxxx Xxx 0000 (the “UKBA”)past five years, and (iii) the provisions of all anti-bribery, anti-corruption and anti-money laundering 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. Without limiting the foregoing in the last five (5) years none of the Company, any of its Subsidiaries Subsidiaries, or any of their respective directors, officers, directors consultants, or employees, nor, to the Knowledge of the Company, agents or other Persons acting for or on their behalf has (i) taken any action that would result in a violation in any material respect by such Person of their respective the Foreign Corrupt Practices Act (15 U.S.C. §§ 78m(b), 78dd-1, 78dd-2, 78ff) (the “FCPA”), The Bribery Act of 2010 of the United Kingdom, or any other Representatives applicable Law related to anti-corruption or anti-bribery (Abut, in each case, only to the extent such applicable Law is applicable to the foregoing Persons), (ii) have paid, receivedmade, offered or to make, promised to pay, make or authorized the payment or ratified the paymentgiving of, directly or indirectly, any unlawful payment or gift of any monies money or anything of value, value prohibited under any applicable Law concerning such payments or gifts in any jurisdiction (B) have established or maintained, or are maintaining, any unlawful fund of corporate monies or properties, (C) have used or are using any corporate funds for any illegal contributions, gifts, entertainment, hospitality, travel, or other expenses, (D) have, directly or indirectly, made, offered, authorized, facilitated, or promised any such payment, contribution, gift, entertainment, bribe, rebate, kickback, financial or other advantage, or anything else of value, regardless of form or amount, to any national, provincial, municipal or other Government Official, any political party or candidate for political office, or any other Person in each case (Aa “Prohibited Payment”) – (D), connection with or relating to the business of the Company or its Subsidiaries in violation in any respect of the FCPA, the UKBA, and any Laws described in clause (iii) (collectively, “Anti-Corruption Laws”).
(e) The Company, its Subsidiaries, and their respective officers, directors, employees and, to the Knowledge of the Company’s Knowledge, been subject to any of their respective other Representatives has at all times during the past five (5) years is currently, and will remain in compliance in all material respects with Sanctions and Export Control Laws and U.S. antiboycott requirements (collectively, “Trade Controls”). None of the Company, any of its Subsidiaries or their respective officers, directors or employees or, to the Knowledge of the Company, any of their respective other Representatives are currently or have in the last five years been: (i) a Sanctioned Person; (ii) organized, resident, or located in a Sanctioned Country, (iii) operating in, conducting business with, or otherwise engaging in dealings with or for the benefit of any Sanctioned Person or in any Sanctioned Country; or (iii) otherwise in violation of any Trade Controls.
(f) The operations of the Company and its Subsidiaries are and, since the Applicable Date, have been conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations, or guidelines, issued, administered or enforced investigation by any Governmental Entity with regard to any Prohibited Payment. The Company has instituted and maintained policies and procedures designed to prevent such Persons from taking such actions (collectivelybut, in each case, only to the “Money Laundering Laws”).
(g) No investigation, inquiry or enforcement proceedings by or before any Governmental Entity involving extent such applicable Law is applicable to the Company or any of its Subsidiaries or any of their respective officers, directors or employees, nor to the Knowledge of the Company, any of their respective other Representatives with respect to the Money Laundering Laws, Trade Controls or Anti-Corruption Laws of which the Company or its Subsidiaries has been notified, is pending or, to the Knowledge of the Company, has been threatened in writing, and there are no circumstances likely to give rise to any such investigation, inquiry or proceedingsPersons).
Appears in 2 contracts
Samples: Merger Agreement (Dyax Corp), Merger Agreement (Shire PLC)
Compliance with Laws; Licenses. (a) The Company and Except as set forth on Schedule ------------------------------ 3.5, each of its Subsidiaries are, the businesses of the Group has been and since the Applicable Date, have been, is being conducted in material compliance with all Laws applicable laws, rules, ordinances, regulations, Licenses (as defined below), judgments, orders or decrees of any court or governmental or regulatory authority relating to the Company any Seller or any of its Subsidiaries, including Payment Services Directive (PSD2 – EU Directive 2015/2366) and applicable unclaimed property LawsGroup Member, except as would notfor possible violations which, individually or in the aggregate, could not reasonably be expected to result in have a Material Adverse Effect.
. Each Group Member holds all permits, licenses, certificates, variances, exemptions, orders and approvals from any governmental or regulatory authorities (bcollectively, "Licenses") Except with respect which -------- are necessary to regulatory matters covered by Section 7.6own, no material investigation or review by any Governmental Entity with respect to lease and operate the Company or any of its Subsidiaries is pending orassets and properties they currently own, to the Knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention lease and operate and to conduct their respective businesses and operations in the samemanner heretofore conducted and as proposed to be conducted, except as would notwhere the failure to hold such Licenses, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.
(c) The Company and each of its Subsidiaries has obtained and is in compliance with in all material respects all Licenses necessary to conduct their respective businesses as presently conducted, except as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. No Schedule 3.5 sets forth all Licenses shall cease to be effective as a result issued by the Federal Communication Commission ("FCC") or any --- state public utility commission and all other material Licenses held by each Group Member. To the best knowledge of each of the consummation Sellers and the Group, no event has occurred with respect to any such License which would permit the revocation, termination or suspension thereof or would result in any impairment of the Transactions and no suspension or cancellation of any rights of the Licenses is pending or, to the Knowledge of the Company, threatened, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
(d) The Company, its Subsidiaries and their respective officers, directors or employees, holder thereof. No notice has been received and, to the Knowledge best knowledge of each of the CompanySellers and the Group, all of their respective other Representatives are in compliance in all respects no investigation or review is pending or threatened by any governmental or regulatory agency with and in the last five (5) years have complied in all respects with regard to (i) the FCPAany alleged violation by any Group Member of any law, rule, regulation, ordinance, License, judgment, order or decree or (ii) the UK Xxxxxxx Xxx 0000 (the “UKBA”), and (iii) the provisions of all anti-bribery, anti-corruption and anti-money laundering 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. Without limiting the foregoing in the last five (5) years none of the Company, any of its Subsidiaries or their respective officers, directors or employees, nor, to the Knowledge of the Company, any of their respective other Representatives (A) have paid, received, offered or promised to pay, or authorized or ratified the payment, directly or indirectly, of any monies or anything of value, (B) have established or maintained, or are maintaining, any unlawful fund of corporate monies or properties, (C) have used or are using any corporate funds for any illegal contributions, gifts, entertainment, hospitality, travel, or other expenses, (D) have, directly or indirectly, made, offered, authorized, facilitated, or promised any payment, contribution, gift, entertainment, bribe, rebate, kickback, financial or other advantage, or anything else of value, regardless of form or amount, to any national, provincial, municipal or other Government Official, any political party or candidate for political office, or any other Person in each case (A) – (D), connection with or relating to the business of the Company or its Subsidiaries in violation in any respect of the FCPA, the UKBA, and any Laws described in clause (iii) (collectively, “Anti-Corruption Laws”).
(e) The Company, its Subsidiaries, and their respective officers, directors, employees and, to the Knowledge of the Company, any of their respective other Representatives has at all times during the past five (5) years is currently, and will remain in compliance in all material respects with Sanctions and Export Control Laws and U.S. antiboycott requirements (collectively, “Trade Controls”). None of the Company, any of its Subsidiaries or their respective officers, directors or employees or, to the Knowledge of the Company, any of their respective other Representatives are currently or have in the last five years been: (i) a Sanctioned Person; (ii) organized, resident, or located in a Sanctioned Country, (iii) operating in, conducting business with, or otherwise engaging in dealings with or for the benefit of any Sanctioned Person or in any Sanctioned Country; or (iii) otherwise in violation of any Trade Controls.
(f) The operations of the Company and its Subsidiaries are and, since the Applicable Date, have been conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations, or guidelines, issued, administered or enforced alleged failure by any Governmental Entity (collectively, the “Money Laundering Laws”)Group Member to have any License.
(g) No investigation, inquiry or enforcement proceedings by or before any Governmental Entity involving the Company or any of its Subsidiaries or any of their respective officers, directors or employees, nor to the Knowledge of the Company, any of their respective other Representatives with respect to the Money Laundering Laws, Trade Controls or Anti-Corruption Laws of which the Company or its Subsidiaries has been notified, is pending or, to the Knowledge of the Company, has been threatened in writing, and there are no circumstances likely to give rise to any such investigation, inquiry or proceedings.
Appears in 1 contract
Samples: Acquisition Agreement (Intermedia Communications of Florida Inc)
Compliance with Laws; Licenses. (a) The businesses of the Company and each of its Subsidiaries are, and have not been since the Applicable Date, have beenand are not being, conducted in material compliance with all Laws violation of any applicable to the Company or any of its Subsidiaries, including Payment Services Directive (PSD2 – EU Directive 2015/2366) and applicable unclaimed property LawsLaw, except as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse EffectEffect on the Company.
(b) Except with respect to regulatory matters covered by Section 7.66.5, no material 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, threatenedthreatened in writing, nor has any Governmental Entity indicated an intention to conduct the same, nor has the Company received any notice or communication of material noncompliance with any such Laws that has not been cured or in the process of being cured as of the date of this Agreement, in each case, except as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse EffectEffect on the Company.
(c) The Company and each of its Subsidiaries has obtained and is in compliance with in all material respects all Licenses necessary to conduct their respective businesses as presently conducted, except Except as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. No Effect on the Company, (i) the Company and each of its Subsidiaries has obtained and is in compliance with all Licenses shall cease necessary for it to be effective own, lease or operate its properties, rights and other assets and to conduct its business and operations as a result currently conducted in all material respects, (ii) all such Licenses are in full force and effect in all material respects and (iii) to the Knowledge of the consummation of the Transactions and no suspension Company, there is not currently threatened any revocation, adverse modification or cancellation of any material License.
(d) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, since the Applicable Date, the Company and each of its Subsidiaries has at all times been in compliance with applicable (i) U.S. export controls laws and regulations, including the Export Administration Act, Export Control Reform Act, Export Administration Regulations, the Arms Export Control Act and the International Traffic in Arms Regulations, (ii) economic sanctions statutes, executive orders and regulations administered by the U.S. Department of the Licenses Treasury’s Office of Foreign Assets Control (“OFAC”) and the United States Department of State, (iii) import and customs statutes and regulations, including those administered by the Department of Homeland Security, U.S. Customs and Border Protection, (iv) antiboycott laws and regulations administered by the U.S. Department of Commerce and the U.S. Department of Treasury and (v) economic sanctions, export and import controls and antiboycott Laws and regulations of other countries in which the business of the Company or any of its Subsidiaries is conducted (to the extent consistent with U.S. Law). Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has been since the Applicable Date or currently is the subject of any disclosure (voluntary or directed), notice, charging letter or penalty issued, or to the Knowledge of the Company, any inquiry or investigation conducted, by a Governmental Entity pertaining to the above statutes or regulations, nor are there any currently pending internal investigations by the Company pertaining to such matters. Neither the Company nor any of its Subsidiaries is currently designated as a sanctioned party under sanctions administered by OFAC, nor are they owned fifty percent (50%) or more by an individual or entity that is so designated. Neither the Company nor any of its Subsidiaries, or, to the Knowledge of the Company, threatenedany directors, except officers, Employees, independent contractors, consultants, agents and other representatives thereof, is located, organized or resident in, or doing business for or on behalf of the Company or any of its Subsidiaries in, a country or region that is the target of comprehensive OFAC sanctions (as would notof the date of this Agreement, Cuba, Iran, North Korea, Syria and the Crimea region of Ukraine).
(e) Except as, individually or in the aggregate, would not reasonably be expected to result in have a Material Adverse Effect.
(d) The Effect on the Company, the Company, its Subsidiaries and their respective officers, directors or employees, and, to the Knowledge of the Company, all of their respective other Representatives are are, and since the Applicable Date have been, in compliance in all material respects with and in the last five (5) years have complied in all respects with 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, (ii) the UK Xxxxxxx Xxx 0000 (the “UKBA”), as if its foreign payments provisions were fully applicable to the Company, its Subsidiaries and such Representatives and (iiiii) the provisions of all applicable anti-bribery, anti-corruption and anti-money laundering Laws Laws. To the Knowledge of each jurisdiction in which the Company, neither 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 nor any of its Subsidiaries. Without limiting the foregoing in the last five (5) years none Subsidiaries has received notice of any pending or threatened Proceeding by or before any Governmental Entity involving the Company, any of its Subsidiaries or their respective officers, directors or employees, nor, to the Knowledge of the Company, any of their respective other Representatives (A) have paid, received, offered or promised to pay, or authorized or ratified involving the payment, directly or indirectly, of any monies or anything of value, (B) have established or maintained, or are maintaining, any unlawful fund of corporate monies or properties, (C) have used or are using any corporate funds for any illegal contributions, gifts, entertainment, hospitality, travel, or other expenses, (D) have, directly or indirectly, made, offered, authorized, facilitated, or promised any payment, contribution, gift, entertainment, bribe, rebate, kickback, financial or other advantage, or anything else of value, regardless of form or amount, to any national, provincial, municipal or other Government Official, any political party or candidate for political office, FCPA or any other Person applicable anti-bribery, anti-corruption or anti- money laundering Law, except as, individually or in each case (A) – (D)the aggregate, connection with or relating would not reasonably be expected to the business of the Company or its Subsidiaries in violation in any respect of the FCPA, the UKBA, and any Laws described in clause (iii) (collectively, “Anti-Corruption Laws”).
(e) The Company, its Subsidiaries, and their respective officers, directors, employees and, to the Knowledge of have a Material Adverse Effect on the Company, any of their respective other Representatives has at all times during the past five (5) years is currently, and will remain in compliance in all material respects with Sanctions and Export Control Laws and U.S. antiboycott requirements (collectively, “Trade Controls”). None of the Company, any of its Subsidiaries or their respective officers, directors or employees or, to the Knowledge of the Company, any of their respective other Representatives are currently or have in the last five years been: (i) a Sanctioned Person; (ii) organized, resident, or located in a Sanctioned Country, (iii) operating in, conducting business with, or otherwise engaging in dealings with or for the benefit of any Sanctioned Person or in any Sanctioned Country; or (iii) otherwise in violation of any Trade Controls.
(f) The operations of the Company and its Subsidiaries are and, since the Applicable Date, have been conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations, or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”).
(g) No investigation, inquiry or enforcement proceedings by or before any Governmental Entity involving the Company or any of its Subsidiaries or any of their respective officers, directors or employees, nor to the Knowledge of the Company, any of their respective other Representatives with respect to the Money Laundering Laws, Trade Controls or Anti-Corruption Laws of which the Company or its Subsidiaries has been notified, is pending or, to the Knowledge of the Company, has been threatened in writing, and there are no circumstances likely to give rise to any such investigation, inquiry or proceedings.
Appears in 1 contract
Samples: Merger Agreement (Rogers Corp)
Compliance with Laws; Licenses. (a) The Company Since January 1, 2016, (i) Seller and each of its Subsidiaries are, and since have conducted the Applicable Date, have been, Business in material compliance with all Laws applicable to the Company or Business and (ii) neither Seller nor any of its SubsidiariesSubsidiaries has received any written notice alleging any violation of Law by the Business, including Payment Services Directive the Company, except in each case for such non-compliance or violations that would not, individually or in the aggregate, reasonably be expected to be material and adverse to the Company (PSD2 – EU Directive 2015/2366after giving effect to the Contribution) and applicable unclaimed property Lawsor to the Business. Neither Seller nor any Subsidiary has received written notice that there exists or may exist any unresolved investigation, inquiry, audit or similar proceeding before any Governmental Entity and, to Seller’s Knowledge, no Governmental Entity has initiated or threatened any investigations, inquiries, audits or enforcement actions against or Related to the Business or against the Company, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectbe material and adverse to the Company (after giving effect to the Contribution) or to the Business.
(b) Except with respect Seller and its Subsidiaries have (and, as of immediately prior to regulatory matters covered by Section 7.6the Closing, no the Company will have) all permits, licenses, registrations, exemptions, waivers, certificates and other governmental authorizations, consents and approvals (collectively, the “Licenses”) necessary to conduct the Business as currently conducted, except those the absence of which would not, individually or in the aggregate, reasonably be expected to be material investigation or review by any Governmental Entity with respect and adverse to the Company (after giving effect to the Contribution) or to the Business. All of such Licenses are in full force and effect and have not been revoked, suspended or otherwise limited and no written notice has been received by Seller or any of its Subsidiaries is alleging a material violation of or material liability under any such License which remains pending or, to the Knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct the sameor unresolved, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectbe material and adverse to the Company (after giving effect to the Contribution) or to the Business.
(c) The Since January 1, 2016, the Business has been operated in compliance in all respects with (i) all export, reexport, retransfer, import, and customs Laws administered or enforced by the United States (including those Laws administered by the U.S. Department of Commerce’s Bureau of Industry and Security and the U.S. Department of Homeland Security - Customs and Border Protection) or any other applicable Governmental Entity; (ii) all economic sanctions Laws, including those administered by the U.S. Department of Treasury’s Office of Foreign Assets Control or any other applicable Governmental Entity; and (iii) the anti-boycott regulations administered by the U.S. Department of Treasury and the U.S. Department of Commerce, except in each case as would not, individually or in the aggregate, reasonably be expected to be material and adverse to the Company and each (after giving effect to the Contribution) or to the Business. None of Seller or any of its Subsidiaries Subsidiaries, nor, to Seller’s Knowledge, any employee (with such Knowledge determined are related to such employees without regard to any obligation of reasonable due inquiry by Seller), officer or director of Seller or any of its Subsidiaries, has obtained and been or is in compliance with in all material respects all Licenses necessary to conduct their respective businesses as presently conducteddesignated on, or is owned or controlled by any party that has been or is designated on, the U.S. Department of Treasury’s Office of Foreign Assets Control’s Specially Designated Nationals List, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectbe material and adverse to the Company (after giving effect to the Contribution) or to the Business. No Licenses shall cease to be effective as a result of the consummation of the Transactions and no suspension or cancellation of Since January 1, 2016, neither Seller nor any of its Subsidiaries has conducted or initiated any internal investigation or made a voluntary, directed, or involuntary disclosure to any Governmental Entity with respect to any alleged act or omission arising under or relating to any non-compliance with any export, reexport, retransfer, import, and customs Laws in connection with the Licenses is pending orBusiness.
(d) Since January 1, 2016, Seller and its Subsidiaries have complied in all material respects with all applicable anti-bribery, anti-corruption and anti-money laundering Laws (the “Anti-Corruption Laws”) in connection with the Business. Since January 1, 2016, neither Seller nor any of its Subsidiaries nor, to the Knowledge of Seller, any of their respective director or officers, has been the Companysubject of any Action, threateneddemand letter, settlement, or enforcement action relating to any Anti-Corruption Law or any Law related to terrorism financing in connection with the Business, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
(d) The Company, its Subsidiaries be material and their respective officers, directors or employees, and, adverse to the Knowledge of Company (after giving effect to the CompanyContribution) or to the Business. Since January 1, all of their respective other Representatives are in compliance in all respects with and in the last five (5) years have complied in all respects with (i) the FCPA2016, (ii) the UK Xxxxxxx Xxx 0000 (the “UKBA”), and (iii) the provisions of all anti-bribery, anti-corruption and anti-money laundering 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. Without limiting the foregoing in the last five (5) years none of the Company, neither Seller nor any of its Subsidiaries has conducted or their respective officersinitiated any internal investigation or made a voluntary, directors or employees, nor, to the Knowledge of the Company, any of their respective other Representatives (A) have paid, received, offered or promised to paydirected, or authorized or ratified the payment, directly or indirectly, of any monies or anything of value, (B) have established or maintained, or are maintaining, any unlawful fund of corporate monies or properties, (C) have used or are using any corporate funds for any illegal contributions, gifts, entertainment, hospitality, travel, or other expenses, (D) have, directly or indirectly, made, offered, authorized, facilitated, or promised any payment, contribution, gift, entertainment, bribe, rebate, kickback, financial or other advantage, or anything else of value, regardless of form or amount, involuntary disclosure to any national, provincial, municipal or other Government Official, any political party or candidate for political office, or any other Person in each case (A) – (D), connection with or relating to the business of the Company or its Subsidiaries in violation in any respect of the FCPA, the UKBA, and any Laws described in clause (iii) (collectively, “Anti-Corruption Laws”).
(e) The Company, its Subsidiaries, and their respective officers, directors, employees and, to the Knowledge of the Company, any of their respective other Representatives has at all times during the past five (5) years is currently, and will remain in compliance in all material respects with Sanctions and Export Control Laws and U.S. antiboycott requirements (collectively, “Trade Controls”). None of the Company, any of its Subsidiaries or their respective officers, directors or employees or, to the Knowledge of the Company, any of their respective other Representatives are currently or have in the last five years been: (i) a Sanctioned Person; (ii) organized, resident, or located in a Sanctioned Country, (iii) operating in, conducting business with, or otherwise engaging in dealings with or for the benefit of any Sanctioned Person or in any Sanctioned Country; or (iii) otherwise in violation of any Trade Controls.
(f) The operations of the Company and its Subsidiaries are and, since the Applicable Date, have been conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations, or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”).
(g) No investigation, inquiry or enforcement proceedings by or before any Governmental Entity involving the Company or any of its Subsidiaries or any of their respective officers, directors or employees, nor including but not limited to the Knowledge U.S. Department of the CompanyJustice, any of their respective other Representatives U.S. Securities Exchange Commission, or U.K. Securities Fraud Office) with respect to any alleged act or omission arising under or relating to any non-compliance with any Anti-Corruption law in connection with the Money Laundering LawsBusiness, Trade Controls except as would not, individually or in the aggregate, reasonably be expected to be material and adverse to the Company (after giving effect to the Contribution) or to the Business. Seller and its Subsidiaries have implemented policies and procedures reasonably designed to ensure compliance with Anti-Corruption Laws of which in connection with the Company or its Subsidiaries has been notified, is pending or, to the Knowledge of the Company, has been threatened in writing, and there are no circumstances likely to give rise to any such investigation, inquiry or proceedingsBusiness.
Appears in 1 contract
Compliance with Laws; Licenses. (a) The Company businesses of Versum and each of its Subsidiaries are, and have not been since the Applicable Date, have beenand are not being, conducted in material compliance with all Laws violation of any applicable to the Company or any of its Subsidiaries, including Payment Services Directive (PSD2 – EU Directive 2015/2366) and applicable unclaimed property LawsLaw, except as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse EffectEffect on Versum.
(b) Except with respect to regulatory matters covered by Section 7.67.5, no material investigation or review by any Governmental Entity with respect to the Company Versum or any of its Subsidiaries is pending or, to the Knowledge of the CompanyVersum, threatenedthreatened in writing, nor has any Governmental Entity indicated an intention to conduct the same, nor has Versum received any notice or communication of material noncompliance with any such Laws that has not been cured or in the process of being cured as of the date of this Agreement, in each case, except as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse EffectEffect on Versum.
(c) The Company and each of its Subsidiaries has obtained and is in compliance with in all material respects all Licenses necessary to conduct their respective businesses as presently conducted, except Except as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. No Effect on Versum, (i) Versum and each of its Subsidiaries has obtained and is in compliance with all Licenses shall cease necessary for it to be effective own, lease or operate its properties, rights and other assets and to conduct its business and operations as a result of the consummation of the Transactions currently conducted in all material respects, (ii) all such Licenses are in full force and no suspension effect in all material respects, and (iii) to Versum’s Knowledge, there is not currently threatened any revocation, adverse modification or cancellation of any of the Licenses is pending or, to the Knowledge of the Company, threatened, except as would notmaterial License.
(d) Except as, individually or in the aggregate, would not reasonably be expected to result in have a Material Adverse EffectEffect on Versum, since the Applicable Date, Versum and each of its Subsidiaries has at all times conducted all export transactions in accordance with (i) all applicable U.S. export and re-export controls, including the United States Export Administration Act, Export Administration Regulations, the Arms Export Control Act and the International Traffic in Arms Regulations, (ii) statutes, executive orders and regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and the United States Department of State, (iii) import control statutes and regulations administered by the Department of Homeland Security, U.S. Customs and Border Protection, (iv) the anti-boycott regulations administered by the United States Department of Commerce and the U.S. Department of Treasury, and (v) all applicable sanctions, export and import controls and anti-boycott Laws of all other countries in which the business of Versum or any of its Subsidiaries is conducted. Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Versum, neither Versum nor any of its Subsidiaries has been since the Applicable Date or currently is the subject of a charging letter or penalty notice issued, or to the Knowledge of Versum, an investigation conducted, by a Governmental Entity pertaining to the above statutes or regulations, nor are there any currently pending internal investigations by Versum pertaining to such matters. Neither Versum nor any of its Subsidiaries is currently designated as a sanctioned party under sanctions administered by OFAC, nor are they owned fifty percent (50%) or more by an individual or entity that is so designated. Neither Versum nor any of its Subsidiaries, or, to Versum’s Knowledge, any directors, officers, Employees, independent contractors, consultants, agents and other representatives thereof, located, organized or resident in, or doing business in, a country or region that is the target of comprehensive OFAC sanctions (as of the date of this Agreement, including Cuba, Iran, North Korea, Syria and the Crimea region of Ukraine).
(de) The CompanyExcept as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Versum, Versum, its Subsidiaries and their respective officersRepresentatives are, directors or employeesand since the Applicable Date have been, and, to the Knowledge of the Company, all of their respective other Representatives are in compliance in all material respects with and in the last five (5) years have complied in all respects with 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, (ii) the UK Xxxxxxx Xxx 0000 (the “UKBA”), as if its foreign payments provisions were fully applicable to Versum, its Subsidiaries and such Representatives, and (iiiii) the provisions of all anti-bribery, anti-corruption and anti-money laundering Laws of each jurisdiction in which the Company Versum 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 SubsidiariesVersum. Without limiting the foregoing in the last five (5) years none of the Company, any of its Subsidiaries or their respective officers, directors or employees, nor, to the Knowledge of the Company, any of their respective other Representatives (A) have paid, received, offered or promised to pay, or authorized or ratified the payment, directly or indirectly, of any monies or anything of value, (B) have established or maintained, or are maintaining, any unlawful fund of corporate monies or properties, (C) have used or are using any corporate funds for any illegal contributions, gifts, entertainment, hospitality, travel, or other expenses, (D) have, directly or indirectly, made, offered, authorized, facilitated, or promised any payment, contribution, gift, entertainment, bribe, rebate, kickback, financial or other advantage, or anything else of value, regardless of form or amount, to any national, provincial, municipal or other Government Official, any political party or candidate for political office, or any other Person in each case (A) – (D), connection with or relating to the business of the Company or its Subsidiaries in violation in any respect of the FCPA, the UKBA, and any Laws described in clause (iii) (collectively, “Anti-Corruption Laws”).
(e) The Company, its Subsidiaries, and their respective officers, directors, employees and, to the Knowledge of the Company, any of their respective other Representatives has at all times during the past five (5) years is currently, and will remain in compliance in all material respects with Sanctions and Export Control Laws and U.S. antiboycott requirements (collectively, “Trade Controls”). None of the Company, any of its Subsidiaries or their respective officers, directors or employees or, to the Knowledge of the Company, any of their respective other Representatives are currently or have in the last five years been: (i) a Sanctioned Person; (ii) organized, resident, or located in a Sanctioned Country, (iii) operating in, conducting business with, or otherwise engaging in dealings with or for the benefit of any Sanctioned Person or in any Sanctioned Country; or (iii) otherwise in violation of any Trade Controls.
(f) The operations of the Company and its Subsidiaries are and, since the Applicable Date, have been conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations, or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”).
(g) No investigation, inquiry or enforcement proceedings Proceeding by or before any Governmental Entity involving the Company or Versum, any of its Subsidiaries or any of their respective officersRepresentatives involving FCPA or any anti-bribery, directors anti-corruption or employees, nor to the Knowledge of the Company, any of their respective other Representatives with respect to the Money Laundering Laws, Trade Controls or Antianti-Corruption Laws of which the Company or its Subsidiaries has been notified, money laundering Law is pending or, to the Knowledge of Versum, threatened, except as, individually or in the Companyaggregate, has been threatened in writing, and there are no circumstances likely would not reasonably be expected to give rise to any such investigation, inquiry or proceedingshave a Material Adverse Effect on Versum.
Appears in 1 contract
Compliance with Laws; Licenses. (a) The Company Buyer and each of its Subsidiaries are, and since during the Applicable Date, two (2) year period prior to the date hereof have been, in material compliance with all Laws applicable to the Company and are not in default under or in violation of any of its Subsidiaries, including Payment Services Directive (PSD2 – EU Directive 2015/2366) and applicable unclaimed property Laws, except as where such non-compliance, default or violation would not reasonably be likely to have, individually or in the aggregate, a Buyer Material Adverse Effect and would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
(b) Except with respect to regulatory matters covered prevent or materially delay Buyer from consummating the Transaction and the other transactions contemplated by Section 7.6, no material this Agreement. No investigation or review by any Governmental Entity with respect to the Company Buyer or any of its Subsidiaries is pending or, to the Knowledge of the CompanyBuyer’s Knowledge, threatened, nor nor, to Buyer’s Knowledge, has any Governmental Entity indicated an intention to conduct the same, except as for such investigations or reviews that would not, individually or in the aggregate, reasonably be expected likely to result in have a Buyer Material Adverse Effect.
(c) The Company Effect and that would not, individually or in the aggregate, prevent or materially delay Buyer from consummating the Transaction and the other transactions contemplated by this Agreement. Buyer and each of its Subsidiaries has has, and during the two (2) year period prior to the date hereof had, obtained and is in compliance with in all material respects all Licenses Permits necessary to conduct its business (including all applicable (x) employee licensing requirements and each has taken commercially reasonable measures to ensure that any employee who is required to have a gaming or other license under any Gaming Laws or other Laws maintains such license in current and valid form, and (y) licenses, permits, approvals, authorizations, registrations, findings of suitability, waivers and exemptions, including any condition or limitation placed thereon, issued under the applicable Gaming Laws that are necessary for Buyer and any Subsidiary of Buyer that are subject to the regulation by, or jurisdiction of, the Gaming Authorities, to own and operate their respective businesses as presently conductedgaming facilities and related amenities), except as those the absence of which, or non-compliance with, would not, individually or in the aggregate, reasonably be expected likely to result in have a Buyer Material Adverse Effect. No Licenses shall cease to be effective as a result of the consummation of the Transactions Effect and no suspension or cancellation of any of the Licenses is pending or, to the Knowledge of the Company, threatened, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectprevent or materially delay Buyer from consummating the Transaction and the other transactions contemplated by this Agreement.
(d) The Company, its Subsidiaries and their respective officers, directors or employees, and, to the Knowledge of the Company, all of their respective other Representatives are in compliance in all respects with and in the last five (5) years have complied in all respects with (i) the FCPA, (ii) the UK Xxxxxxx Xxx 0000 (the “UKBA”), and (iii) the provisions of all anti-bribery, anti-corruption and anti-money laundering 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. Without limiting the foregoing in the last five (5) years none of the Company, any of its Subsidiaries or their respective officers, directors or employees, nor, to the Knowledge of the Company, any of their respective other Representatives (A) have paid, received, offered or promised to pay, or authorized or ratified the payment, directly or indirectly, of any monies or anything of value, (B) have established or maintained, or are maintaining, any unlawful fund of corporate monies or properties, (C) have used or are using any corporate funds for any illegal contributions, gifts, entertainment, hospitality, travel, or other expenses, (D) have, directly or indirectly, made, offered, authorized, facilitated, or promised any payment, contribution, gift, entertainment, bribe, rebate, kickback, financial or other advantage, or anything else of value, regardless of form or amount, to any national, provincial, municipal or other Government Official, any political party or candidate for political office, or any other Person in each case (A) – (D), connection with or relating to the business of the Company or its Subsidiaries in violation in any respect of the FCPA, the UKBA, and any Laws described in clause (iii) (collectively, “Anti-Corruption Laws”).
(e) The Company, its Subsidiaries, and their respective officers, directors, employees and, to the Knowledge of the Company, any of their respective other Representatives has at all times during the past five (5) years is currently, and will remain in compliance in all material respects with Sanctions and Export Control Laws and U.S. antiboycott requirements (collectively, “Trade Controls”). None of the Company, any of its Subsidiaries or their respective officers, directors or employees or, to the Knowledge of the Company, any of their respective other Representatives are currently or have in the last five years been: (i) a Sanctioned Person; (ii) organized, resident, or located in a Sanctioned Country, (iii) operating in, conducting business with, or otherwise engaging in dealings with or for the benefit of any Sanctioned Person or in any Sanctioned Country; or (iii) otherwise in violation of any Trade Controls.
(f) The operations of the Company and its Subsidiaries are and, since the Applicable Date, have been conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations, or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”).
(g) No investigation, inquiry or enforcement proceedings by or before any Governmental Entity involving the Company or any of its Subsidiaries or any of their respective officers, directors or employees, nor to the Knowledge of the Company, any of their respective other Representatives with respect to the Money Laundering Laws, Trade Controls or Anti-Corruption Laws of which the Company or its Subsidiaries has been notified, is pending or, to the Knowledge of the Company, has been threatened in writing, and there are no circumstances likely to give rise to any such investigation, inquiry or proceedings.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Golden Entertainment, Inc.)
Compliance with Laws; Licenses. (a) The Except as set forth in Section 4.11 of the Disclosure Schedule, the Company and each of its Subsidiaries are, and since for the Applicable Date, five (5) years prior to the date of this Agreement have been, in material compliance with all Laws applicable to the Company or any of and its Subsidiaries, including Payment Services Directive (PSD2 – EU Directive 2015/2366) except where the failure to be in compliance would not reasonably be expected to be material to the Company and applicable unclaimed property Lawsits Subsidiaries, taken as a whole. The Company and its Subsidiaries own or possess all Licenses that are necessary to enable them to carry on their operations as presently conducted, except where the failure to own or possess such Licenses would not reasonably be expected to be material to the Company and its Subsidiaries, take as a whole. All such Licenses are valid and in full force and effect according to their terms, except as would not, individually or in the aggregate, reasonably be expected material to result in the Company and its Subsidiaries, taken as a Material Adverse Effect.
(b) Except with respect to regulatory matters covered by Section 7.6whole. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall not adversely affect such License or require consent from, no material investigation or review by notice to, any Governmental Entity with respect to such License, except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.
(b) None of 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 as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
(c) The Company and each of its Subsidiaries has obtained and is in compliance with in all material respects all Licenses necessary to conduct their respective businesses as presently conducted, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No Licenses shall cease to be effective as a result of the consummation of the Transactions and no suspension or cancellation of any of the Licenses is pending or, to the Knowledge of the Company, threatened, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
(d) The Company, its Subsidiaries and their respective officers, directors or employees, and, to the Knowledge of the Company, all of their respective other Representatives are in compliance in all respects with and in the last five (5) years have complied in all respects with (i) the FCPA, (ii) the UK Xxxxxxx Xxx 0000 (the “UKBA”), and (iii) the provisions of all anti-bribery, anti-corruption and anti-money laundering 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. Without limiting the foregoing in the last five (5) years none of the Company, any of its Subsidiaries or their respective officers, directors or employees, nor, to the Knowledge of the Company, any of their respective current or former shareholders, partners, directors, trustees, officers, employees, agents or other Representatives (A) have paid, received, offered or promised to pay, or authorized or ratified the payment, directly or indirectly, Persons acting on behalf of any monies Company or anything its Subsidiaries, has on behalf of valueany Company or its Subsidiaries or in connection with any of the Company’s or its Subsidiaries’ business: (a) used any Company or Subsidiary funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (Bb) have made any direct or indirect unlawful payments to any foreign or domestic governmental officials or employees from Company or Subsidiary funds; (c) established or maintained, or are maintaining, maintained any unlawful or unrecorded fund of corporate monies or properties, other assets; (Cd) have used made any false or are using fictitious entries on the books and records of Company or any corporate funds for Subsidiary; (e) made any illegal contributions, gifts, entertainment, hospitality, travel, or other expenses, (D) have, directly or indirectly, made, offered, authorized, facilitated, or promised any payment, contribution, gift, entertainment, unlawful bribe, rebate, kickbackpayoff, financial influence payment, kickback or other advantage, unlawful payments of any nature; or anything else of value, regardless of form or amount, to (f) violated any national, provincial, municipal or other Government Official, any political party or candidate for political office, or any other Person in each case (A) – (D), connection with or relating to the business provision of the Company or its Subsidiaries in violation in any respect Foreign Corrupt Practices Act of the FCPA1977, the UKBA, and any Laws described in clause (iii) (collectively, “Anti-Corruption Laws”).
(e) The Company, its Subsidiaries, and their respective officers, directors, employees and, to the Knowledge of the Company, any of their respective other Representatives has at all times during the past five (5) years is currently, and will remain in compliance in all material respects with Sanctions and Export Control Laws and U.S. antiboycott requirements (collectively, “Trade Controls”)as amended. None of the Company, any of its Subsidiaries or their respective officers, directors or employees or, to the Knowledge of the Company, any of their respective other Representatives are currently or have in the last five years been: (i) a Sanctioned Person; (ii) organized, resident, or located in a Sanctioned Country, (iii) operating in, conducting business with, or otherwise engaging in dealings with or for the benefit of any Sanctioned Person or in any Sanctioned Country; or (iii) otherwise in violation of any Trade Controls.
(f) The operations of the Company and its Subsidiaries are and, since the Applicable Date, have been conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations, or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”).
(g) No investigation, inquiry or enforcement proceedings by or before any Governmental Entity involving the Company or any of its Subsidiaries has violated any applicable trade controls, anti-money laundering or any of their respective officers, directors or employees, nor to the Knowledge of the Company, any of their respective other Representatives with respect to the Money Laundering Laws, Trade Controls or Antianti-Corruption Laws of which the Company or its Subsidiaries has been notified, is pending or, to the Knowledge of the Company, has been threatened in writing, and there are no circumstances likely to give rise to any such investigation, inquiry or proceedingsterrorism Law.
Appears in 1 contract
Samples: Merger Agreement (Aramark)
Compliance with Laws; Licenses. (a) The Company and businesses of each of its the Sponsor Parent, Sponsor and their respective Subsidiaries arehave not been since December 31, 2014, and since the Applicable Dateare not being, have been, conducted in material compliance with all violation of any applicable Laws applicable to the Company or any of its Subsidiaries, including Payment Services Directive (PSD2 – EU Directive 2015/2366) and applicable unclaimed property Laws, except as would notfor violations that, individually or in the aggregate, have not had and would not be reasonably be expected likely to result in (x) prevent, materially delay or materially impair the ability of Sponsor and Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement, (y) upon consummation of the Merger, a Material Adverse Effect.
material adverse effect on the financial condition, business or results of operations of the Surviving Corporation and its Subsidiaries, or (bz) Except with respect prevent, materially delay or materially impair the ability of Sponsor Parent and its Affiliates to regulatory matters covered by Section 7.6enter into and perform their obligations under the Ancillary Agreements. As of the date of this Agreement, no material investigation or review by any Governmental Entity with respect to the Company Sponsor Parent, Sponsor or any of its their respective Subsidiaries is pending or, to the Knowledge of the CompanySponsor’s Knowledge, threatened, threatened nor has any Governmental Entity indicated an intention to conduct the same, except as for such investigations or reviews the outcome of which would notnot be, individually or in the aggregate, reasonably be expected likely to result in (x) prevent, materially delay or materially impair the ability of Sponsor and Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement, (y) upon consummation of the Merger, have a Material Adverse Effect.
material adverse effect on the financial condition, business or results of operations of the Surviving Corporation and its Subsidiaries, or (cz) prevent, materially delay or materially impair the ability of Sponsor Parent and its Affiliates to enter into and perform their obligations under the Ancillary Agreements. The Company Sponsor Parent, Sponsor and each of its their respective Subsidiaries has obtained and is in compliance with in all material respects all Licenses necessary to conduct their respective businesses its business as presently conducted, except as those the absence of which would notnot be, individually or in the aggregate, reasonably be expected likely to result in a Material Adverse Effect. No Licenses shall cease (x) prevent, materially delay or materially impair the ability of Sponsor and Merger Sub to be effective as a result of consummate the Merger and the other transactions contemplated by this Agreement, (y) upon consummation of the Transactions and no suspension Merger, have a material adverse effect on the financial condition, business or cancellation results of any operations of the Surviving Corporation and its Subsidiaries, or (z) prevent, materially delay or materially impair the ability of Sponsor Parent and its Affiliates to enter into and perform their obligations under the Ancillary Agreements. All such Licenses is pending or, to the Knowledge of the CompanySponsor Parent, threatenedSponsor and their respective Subsidiaries are in full force and effect, no default (with or without notice, lapse of time, or both) has occurred under any such License, and none of the Sponsor Parent and its subsidiaries has received any written notice from any Governmental Entity threatening to suspend, revoke, withdraw, modify or decline to renew any such License, in each case, except as would notnot be, individually or in the aggregate, reasonably be expected likely to result in a Material Adverse Effect.
(dx) The Companyprevent, its Subsidiaries materially delay or materially impair the ability of Sponsor and their respective officersMerger Sub to consummate the Merger and the other transactions contemplated by this Agreement or (y) prevent, directors materially delay or employees, and, to materially impair the Knowledge ability of the Company, all of their respective other Representatives are in compliance in all respects with and in the last five (5) years have complied in all respects with (i) the FCPA, (ii) the UK Xxxxxxx Xxx 0000 (the “UKBA”), and (iii) the provisions of all anti-bribery, anti-corruption and anti-money laundering Laws of each jurisdiction in which the Company Sponsor Parent and its Subsidiaries operate or have operated Affiliates to enter into and in which any agent thereof is conducting or has conducted business involving perform their obligations under the Company or any of its Subsidiaries. Without limiting the foregoing in the last five (5) years none of the Company, any of its Subsidiaries or their respective officers, directors or employees, nor, to the Knowledge of the Company, any of their respective other Representatives (A) have paid, received, offered or promised to pay, or authorized or ratified the payment, directly or indirectly, of any monies or anything of value, (B) have established or maintained, or are maintaining, any unlawful fund of corporate monies or properties, (C) have used or are using any corporate funds for any illegal contributions, gifts, entertainment, hospitality, travel, or other expenses, (D) have, directly or indirectly, made, offered, authorized, facilitated, or promised any payment, contribution, gift, entertainment, bribe, rebate, kickback, financial or other advantage, or anything else of value, regardless of form or amount, to any national, provincial, municipal or other Government Official, any political party or candidate for political office, or any other Person in each case (A) – (D), connection with or relating to the business of the Company or its Subsidiaries in violation in any respect of the FCPA, the UKBA, and any Laws described in clause (iii) (collectively, “Anti-Corruption Laws”)Ancillary Agreements.
(e) The Company, its Subsidiaries, and their respective officers, directors, employees and, to the Knowledge of the Company, any of their respective other Representatives has at all times during the past five (5) years is currently, and will remain in compliance in all material respects with Sanctions and Export Control Laws and U.S. antiboycott requirements (collectively, “Trade Controls”). None of the Company, any of its Subsidiaries or their respective officers, directors or employees or, to the Knowledge of the Company, any of their respective other Representatives are currently or have in the last five years been: (i) a Sanctioned Person; (ii) organized, resident, or located in a Sanctioned Country, (iii) operating in, conducting business with, or otherwise engaging in dealings with or for the benefit of any Sanctioned Person or in any Sanctioned Country; or (iii) otherwise in violation of any Trade Controls.
(f) The operations of the Company and its Subsidiaries are and, since the Applicable Date, have been conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations, or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”).
(g) No investigation, inquiry or enforcement proceedings by or before any Governmental Entity involving the Company or any of its Subsidiaries or any of their respective officers, directors or employees, nor to the Knowledge of the Company, any of their respective other Representatives with respect to the Money Laundering Laws, Trade Controls or Anti-Corruption Laws of which the Company or its Subsidiaries has been notified, is pending or, to the Knowledge of the Company, has been threatened in writing, and there are no circumstances likely to give rise to any such investigation, inquiry or proceedings.
Appears in 1 contract
Compliance with Laws; Licenses. (ai) The businesses of each of the Company and each of its Subsidiaries arehave not been since January 1, 2010, and since the Applicable Dateare not being, have beenconducted in violation of any federal, in material compliance with all Laws applicable to the Company 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 its Subsidiariesany Governmental Entity (collectively, including Payment Services Directive (PSD2 – EU Directive 2015/2366) and applicable unclaimed property “Laws”), except as would notfor violations that, individually or in the aggregate, are not reasonably likely to be expected to result in have a Material Adverse Effect.
(b) material adverse effect on the business of the Company and its Subsidiaries taken as a whole. Except with respect to regulatory matters covered by Section 7.64.5, no material 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 those the outcome of which are not, individually or in the aggregate, reasonably likely to be have a material adverse effect on the business of the Company and its Subsidiaries taken as a whole. The Company and its Subsidiaries each has obtained and is in compliance with all permits, 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 would not, individually or in the aggregate, be reasonably likely to be expected to result in have a Material Adverse Effectmaterial adverse effect on the business of the Company and its Subsidiaries taken as a whole.
(cii) The Company Without limiting the other provisions of this Section 3.1(i), and each of its Subsidiaries has obtained and is in compliance with in all material respects all Licenses necessary to conduct their respective businesses as presently conducted, except as would notnot have and would not be reasonably likely to, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. No Licenses shall cease to be effective as a result material adverse effect on the business of the consummation of the Transactions and no suspension or cancellation of any of the Licenses is pending or, to the Knowledge of the Company, threatened, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
(d) The Company, its Subsidiaries and their respective officers, directors or employees, and, to the Knowledge of the Company, all of their respective other Representatives are in compliance in all respects with and in the last five (5) years have complied in all respects with (i) the FCPA, (ii) the UK Xxxxxxx Xxx 0000 (the “UKBA”), and (iii) the provisions of all anti-bribery, anti-corruption and anti-money laundering 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. Without limiting the foregoing in the last five (5) years none of the Companytaken as a whole, any of its Subsidiaries or their respective officers, directors or employees, nor, to the Knowledge of the Company, any of their respective other Representatives (A) have paid, received, offered or promised to pay, or authorized or ratified the payment, directly or indirectly, of any monies or anything of value, (B) have established or maintained, or are maintaining, any unlawful fund of corporate monies or properties, (C) have used or are using any corporate funds for any illegal contributions, gifts, entertainment, hospitality, travel, or other expenses, (D) have, directly or indirectly, made, offered, authorized, facilitated, or promised any payment, contribution, gift, entertainment, bribe, rebate, kickback, financial or other advantage, or anything else of value, regardless of form or amount, to any national, provincial, municipal or other Government Official, any political party or candidate for political office, or any other Person in each case (A) – (D), connection with or relating to the business of the Company or its Subsidiaries in violation in any respect of the FCPA, the UKBA, and any Laws described in clause (iii) (collectively, “Anti-Corruption Laws”).
(e) The Company, its Subsidiaries, and their respective officers, directors, employees and, to the Knowledge of the Company, any of their respective other Representatives has at all times during the past five (5) years is currently, and will remain in compliance in all material respects with Sanctions and Export Control Laws and U.S. antiboycott requirements (collectively, “Trade Controls”). None of the Company, any of its Subsidiaries or their respective officers, directors or employees or, to the Knowledge of the Company, any of their respective other Representatives are currently or have in the last five years been: (i) a Sanctioned Person; (ii) organized, resident, or located in a Sanctioned Country, (iii) operating in, conducting business with, or otherwise engaging in dealings with or for the benefit of any Sanctioned Person or in any Sanctioned Country; or (iii) otherwise in violation of any Trade Controls.
(f) The operations of the Company and its Subsidiaries are and, since the Applicable DateJanuary 1, 2010, have been conducted at all times been, in compliance in all material respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Corrupt Practices Act of 19701977, the money laundering statutes of all jurisdictionsas amended, the rules and regulations thereunder and any related or similar rulesother federal, regulationsforeign, or guidelines, issued, administered state anti-corruption or enforced by any Governmental Entity anti-bribery Laws or requirements applicable to the Company or its Subsidiaries (collectively, the “Money Laundering Anti-Bribery Laws”).
(g) No investigation. Since January 1, inquiry or enforcement proceedings by or before any Governmental Entity involving 2010, neither the Company or nor any of its Subsidiaries has received any written communication, or any of their respective officers, directors or employees, nor to the Knowledge of the Company, oral communication, from any of their respective other Representatives with respect to the Money Laundering Laws, Trade Controls Governmental Entity or Anti-Corruption Laws of which the Company or its Subsidiaries has been notified, is pending or, to the Knowledge of from any third Person that alleges that the Company, has been threatened any of its Subsidiaries or any employee or agent thereof is in writing, and there are no circumstances likely to give rise to violation of any such investigation, inquiry or proceedingsAnti-Bribery Laws.
Appears in 1 contract
Compliance with Laws; Licenses. (ai) The Company and each of its Subsidiaries areare not conducting their businesses and, and since the Applicable Date, have beennot conducted their businesses, in material compliance with all Laws applicable to violation of any Laws. Since the Applicable Date, there have not been any causes of action, charges or claims against the Company or alleging that the Company is in material violation of any of its Subsidiaries, including Payment Services Directive (PSD2 – EU Directive 2015/2366) and applicable unclaimed property Laws, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
(b) Law. Except with respect to regulatory matters covered by Section 7.66.5, no material 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 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 as would for those the outcome of which are not, individually or in the aggregate, reasonably be expected likely to result in have a Company Material Adverse Effect.
(c) The . Each of the Company and each of its Subsidiaries has obtained and is in material compliance with in all material respects all Licenses necessary to conduct its business as presently conducted.
(ii) The Company and its Subsidiaries carry on and conduct, and have carried on and conducted at all times during the past five years, their respective businesses as presently conductedin compliance with U.S. Laws governing international business activities, including export control laws, trade and economic sanctions, and the Foreign Corrupt Practices Act, except as would notfor violations that, individually or in the aggregate, are not reasonably be expected likely to result in have a Company Material Adverse Effect. No Licenses shall cease to be effective as a result of the consummation of the Transactions and no suspension or cancellation of any of the Licenses is pending or, to To the Knowledge of the CompanyCompany and as of the date of this Agreement, threatenedneither 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, and the Foreign Corrupt Practices Act, except as would notfor such inquiries, investigations, settlements, plea agreements or enforcement actions that, individually or in the aggregate, are not reasonably be expected likely to result in have a Company Material Adverse Effect.
(d) The Company, its Subsidiaries and their respective officers, directors or employees, and, to the Knowledge of the Company, all of their respective other Representatives are in compliance in all respects with and in the last five (5) years have complied in all respects with (i) the FCPA, (ii) the UK Xxxxxxx Xxx 0000 (the “UKBA”), and (iii) the provisions of all anti-bribery, anti-corruption and anti-money laundering 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. Without limiting the foregoing in the last five (5) years none of the Company, any of its Subsidiaries or their respective officers, directors or employees, nor, to the Knowledge of the Company, any of their respective other Representatives (A) have paid, received, offered or promised to pay, or authorized or ratified the payment, directly or indirectly, of any monies or anything of value, (B) have established or maintained, or are maintaining, any unlawful fund of corporate monies or properties, (C) have used or are using any corporate funds for any illegal contributions, gifts, entertainment, hospitality, travel, or other expenses, (D) have, directly or indirectly, made, offered, authorized, facilitated, or promised any payment, contribution, gift, entertainment, bribe, rebate, kickback, financial or other advantage, or anything else of value, regardless of form or amount, to any national, provincial, municipal or other Government Official, any political party or candidate for political office, or any other Person in each case (A) – (D), connection with or relating to the business of the Company or its Subsidiaries in violation in any respect of the FCPA, the UKBA, and any Laws described in clause (iii) (collectively, “Anti-Corruption Laws”).
(e) The Company, its Subsidiaries, and their respective officers, directors, employees and, to the Knowledge of the Company, any of their respective other Representatives has at all times during the past five (5) years is currently, and will remain in compliance in all material respects with Sanctions and Export Control Laws and U.S. antiboycott requirements (collectively, “Trade Controls”). None of the Company, any of its Subsidiaries or their respective officers, directors or employees or, to the Knowledge of the Company, any of their respective other Representatives are currently or have in the last five years been: (i) a Sanctioned Person; (ii) organized, resident, or located in a Sanctioned Country, (iii) operating in, conducting business with, or otherwise engaging in dealings with or for the benefit of any Sanctioned Person or in any Sanctioned Country; or (iii) otherwise in violation of any Trade Controls.
(f) The operations of the Company and its Subsidiaries are and, since the Applicable Date, have been conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations, or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”).
(g) No investigation, inquiry or enforcement proceedings by or before any Governmental Entity involving the Company or any of its Subsidiaries or any of their respective officers, directors or employees, nor to the Knowledge of the Company, any of their respective other Representatives with respect to the Money Laundering Laws, Trade Controls or Anti-Corruption Laws of which the Company or its Subsidiaries has been notified, is pending or, to the Knowledge of the Company, has been threatened in writing, and there are no circumstances likely to give rise to any such investigation, inquiry or proceedings.
Appears in 1 contract
Compliance with Laws; Licenses. (a) The businesses of each of the Company and each of its Subsidiaries are, and since the Applicable Date, Date have not been, and are not being, conducted in material compliance with all Laws violation of any applicable to Law or Order. To the Company or any Knowledge of its Subsidiaries, including Payment Services Directive (PSD2 – EU Directive 2015/2366) and applicable unclaimed property Laws, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
(b) Except with respect to regulatory matters covered by Section 7.6Company, no material investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge as of the Companydate of this Agreement, threatenedthreatened in writing, nor has any Governmental Entity indicated an intention to conduct the same, except nor has the Company received any report, allegation, complaint, or any other information from any party related to potential material non-compliance with any applicable Law or Order by the Company or its Subsidiaries. Except as has not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect.
(c) The , the Company and each of its Subsidiaries has obtained possess each permit, license, certification, approval, registration, consent, authorization, franchise, concession, variance, exemption and is in compliance with in all material respects all Licenses Order issued or granted by a Governmental Entity (each, a “License” and collectively, the “Licenses”) necessary to conduct their respective businesses as presently conductedbusinesses. Notwithstanding the foregoing, except as would notthis Section 4.11 shall not apply with respect to compliance with Tax Laws, individually which shall be covered exclusively by Section 4.15 or in the aggregatecompliance with Environmental Laws, reasonably which shall be expected to result in a Material Adverse Effect. No Licenses shall cease to be effective as a result of the consummation of the Transactions and no suspension or cancellation of any of the Licenses is pending or, to the Knowledge of the Company, threatened, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectcovered exclusively by Section 4.14.
(db) The Company, its Subsidiaries and their respective officers, directors or employees, and, to the Knowledge of the Company, all of their respective other Representatives officers, directors and employees are in compliance in all material respects with and have, in the last five (5) years have years, complied in all material respects with 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”) as applicable to the Company, its Subsidiaries and such officers, directors and employees, (ii) the UK Xxxxxxx Xxx 0000 (the “UKBA”), and (iii) the provisions of all antiAnti-bribery, anti-corruption and anti-money laundering Bribery Laws of each jurisdiction in which the Company and its Subsidiaries operate or have operated operate, and in which any agent thereof is conducting or has conducted business involving the Company or any of its Subsidiaries(iii) applicable Sanctions and Export Controls. Without limiting the foregoing in the last five (5) years none of the Company, any of its Subsidiaries or their respective officers, directors or employees, nor, to To the Knowledge of the Company, any of the Company, its Subsidiaries and their respective other Representatives (A) officers, directors and employees have not, in the last five years, paid, received, offered or promised to pay, or authorized or ratified the payment, directly or to the Knowledge of the Company indirectly, of any monies or anything of value, (B) have established or maintained, or are maintaining, any unlawful fund of corporate monies or properties, (C) have used or are using any corporate funds for any illegal contributions, gifts, entertainment, hospitality, travel, or other expenses, (D) have, directly or indirectly, made, offered, authorized, facilitated, or promised any payment, contribution, gift, entertainment, bribe, rebate, kickback, financial or other advantage, or anything else of value, regardless of form or amount, value to any national, provincial, municipal or other Government Official, Official or any political party or candidate for political officeoffice for the purpose of corruptly influencing any act or decision of such official to obtain or retain business, or to secure any other Person improper benefit or advantage, in each case in violation of any of the FCPA or any Anti-Bribery Laws.
(Ac) – The Company and its Subsidiaries have instituted and maintain policies and procedures reasonably designed to ensure compliance with (D)i) the FCPA and Anti-Bribery Laws in each jurisdiction in which the Company and its Subsidiaries operate, connection with or relating and (ii) applicable Sanctions and Export Controls.
(d) Neither the Company nor any of its Subsidiaries nor, to the business Knowledge of the Company, any director, manager or employee of the Company or any of its Subsidiaries, is, or in the last five years has been, subject to any actual, pending, or, to the Knowledge of the Company, threatened Proceedings, or made any voluntary disclosures to any Governmental Entity, involving the Company or any of its Subsidiaries in violation in relating to (i) the FCPA or any respect of the FCPA, the UKBA, and any Laws described in clause (iii) (collectively, “other Anti-Corruption Bribery Laws”), or (ii) applicable Sanctions and Export Controls.
(e) The None of the Company, any of its Subsidiaries, and nor any of their respective directors or officers, directors, employees andnor, to the Knowledge of the Company, any of their respective employees, agents, or other Representatives third-party representatives acting for or on behalf of any of the foregoing, in connection with the business of the Company (i) is or has at all times during been a Sanctioned Person, or (ii) has, except to the past five (5) years is currently, and will remain in compliance in all material respects with extent as permitted under applicable Sanctions and Export Control Laws and U.S. antiboycott requirements (collectivelyControls, “Trade Controls”). None of the Company, any of its Subsidiaries or their respective officers, directors or employees or, to the Knowledge of the Company, any of their respective other Representatives are currently or have in the last five years been: (i) a Sanctioned Person; (ii) organizedyears, residententered into any agreement, transaction, or located in a Sanctioned Country, (iii) operating in, conducting business dealing with, or otherwise engaging in dealings with or for the benefit of or related to any Sanctioned Person (or in involving any property thereof) or Sanctioned Country; or (iii) otherwise in violation of any Trade ControlsTerritory.
(f) The operations Company is not currently providing (and has not provided or offered to provide within the last thirty (30) days) any international telecommunications services, has not utilized the FCC License to provide any service to any customers, and will be able to continue to provide existing services to all customers following the surrender of the FCC License as provided to such customers prior to such surrender.
(g) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company and its Subsidiaries are andMaterial Adverse Effect, since the Applicable Date, the Company and its Subsidiaries have been operated and conducted at all times their businesses in compliance in with all material respects applicable Communications Laws, and have fulfilled and performed all obligations with applicable financial recordkeeping respect thereto, including timely and reporting requirements of accurately submitting all reports, notifications and applications required, and the Currency and Foreign Transactions Reporting Act of 1970, the money laundering statutes payment of all jurisdictionsregulatory fees, the rules assessments and regulations thereunder and any related or similar rules, regulations, or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”)contributions.
(g) No investigation, inquiry or enforcement proceedings by or before any Governmental Entity involving the Company or any of its Subsidiaries or any of their respective officers, directors or employees, nor to the Knowledge of the Company, any of their respective other Representatives with respect to the Money Laundering Laws, Trade Controls or Anti-Corruption Laws of which the Company or its Subsidiaries has been notified, is pending or, to the Knowledge of the Company, has been threatened in writing, and there are no circumstances likely to give rise to any such investigation, inquiry or proceedings.
Appears in 1 contract
Compliance with Laws; Licenses. (a) The Except where the failure to be, or to have been, in compliance with such Laws has not or would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, the businesses of each of the Company and its Subsidiaries areare not, and have not been since the Applicable Date, have been, conducted in violation of any applicable Law. The Company has not received any written notice of any material compliance noncompliance with all any such Laws applicable that has not been cured as of the date of this Agreement.
(b) Except with respect to the Company regulatory matters covered by Section 7.4 or any of its Subsidiaries, including Payment Services Directive (PSD2 – EU Directive 2015/2366) and applicable unclaimed property Laws, except as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect.
(b) Except with respect to regulatory matters covered by Section 7.6, no material 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 as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
(c) The Company and each of its Subsidiaries has obtained and is in compliance with in all material respects with all material Licenses necessary to conduct their respective businesses as presently conducted. No Licenses shall cease to be effective as a result of the consummation of the Transactions, except as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. No Licenses shall cease to be effective as a result of the consummation of the Transactions and no suspension or cancellation of any of the Licenses is pending or, to the Knowledge of the Company, threatened, except .
(d) Except as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect.
(d) The , the Company, its Subsidiaries and their respective officers, directors or employees, and, to the Knowledge of the Company, all of their respective other Representatives are in compliance in all respects with with, and in since the last five (5) years Applicable Date have complied in all respects with with, (i) the FCPA, and (ii) the UK Xxxxxxx Xxx 0000 (the “UKBA”), and (iii) the provisions of all anti-bribery, anti-corruption and anti-money laundering 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. Without limiting the foregoing in the last five (5) years none None of the Company, any of its Subsidiaries or their respective officers, directors or employees, noror, to the Knowledge of the Company, any of their respective other Representatives (A) have paid, received, offered or promised to pay, or authorized or ratified the payment, directly or indirectly, of any monies or anything of valueunlawful bribes, (B) have established or maintained, or are maintaining, any unlawful fund of corporate monies or properties, (C) have used or are using any corporate funds for any illegal contributions, gifts, entertainment, hospitality, travel, kickbacks or other expenses, (D) have, directly or indirectly, made, offered, authorized, facilitated, or promised any payment, contribution, gift, entertainment, bribe, rebate, kickback, financial or other advantage, or anything else of value, regardless of form or amountsimilar payments, to any national, provincial, municipal or other Government Official, Official or any political party or candidate for political officeoffice for the purpose of influencing any act or decision of such official or of any Governmental Entity to obtain or retain business, or direct business to any person or to secure any other Person improper benefit or advantage, in each case (A) – (D), connection with or relating to the business of the Company or its Subsidiaries in violation in any material respect of the FCPA, the UKBA, FCPA and any Laws described in clause (iii) (collectively, “Anti-Corruption Laws”ii).
(e) The CompanyExcept as would not, its Subsidiaries, and their respective officers, directors, employees and, to the Knowledge of the Company, any of their respective other Representatives has at all times during the past five (5) years is currently, and will remain in compliance in all material respects with Sanctions and Export Control Laws and U.S. antiboycott requirements (collectively, “Trade Controls”). None of the Company, any of its Subsidiaries individually or their respective officers, directors or employees or, to the Knowledge of the Company, any of their respective other Representatives are currently or have in the last five years been: (i) aggregate, reasonably be expected to have a Sanctioned Person; (ii) organizedMaterial Adverse Effect, resident, or located in a Sanctioned Country, (iii) operating in, conducting business with, or otherwise engaging in dealings with or for the benefit of any Sanctioned Person or in any Sanctioned Country; or (iii) otherwise in violation of any Trade Controls.
(f) The operations of the Company and each of its Subsidiaries are andSubsidiaries, since the Applicable Date, have has been conducted at all times and currently is in compliance in all material respects with applicable financial recordkeeping relevant sanctions and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, the money laundering statutes of all jurisdictions, the rules export control Laws and regulations thereunder and any related or similar rules, regulations, or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”).
(g) No investigation, inquiry or enforcement proceedings by or before any Governmental Entity involving in jurisdictions in which the Company or any of its Subsidiaries do business or any of their respective officersare otherwise subject to jurisdiction, directors or employeesincluding the United States International Traffic in Arms Regulations, nor to the Knowledge Export Administration Regulations, and United States sanctions Laws and regulations administered by the United States Department of the Company, any Treasury’s Office of their respective other Representatives with respect to the Money Laundering Laws, Trade Controls or Anti-Corruption Laws of which the Company or its Subsidiaries has been notified, is pending or, to the Knowledge of the Company, has been threatened in writing, and there are no circumstances likely to give rise to any such investigation, inquiry or proceedingsForeign Assets Control.
Appears in 1 contract
Samples: Merger Agreement (TS Innovation Acquisitions Corp.)
Compliance with Laws; Licenses. (a) The Company and each of its Subsidiaries are, and since the Applicable Date, have been, in material compliance with all Laws applicable to the Company or any of its Subsidiaries, including Payment Services Directive (PSD2 – EU Directive 2015/2366) and applicable unclaimed property Laws, in each case except as would notfor instances of non-compliance that, individually or in the aggregate, have not had and would not reasonably be expected to result in have a Material Adverse Effect.
(b) Except with respect to regulatory matters covered by Section 7.6, no material 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, threatenedthreatened in writing, nor has any Governmental Entity indicated an intention to conduct the same, except as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect.
(c) The Company and each of its Subsidiaries has obtained and is in compliance with in all material respects all Licenses necessary to conduct their respective businesses as presently conducted, except as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. No Licenses shall cease to be effective as a result of the consummation of the Transactions and no suspension or cancellation of any of the Licenses is pending or, to the Knowledge of the Company, threatenedTransactions, except as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect.
(d) The Company, its Subsidiaries and their respective officers, directors or employeesofficers and directors, and, to the Knowledge of the Company, all of their respective other Representatives are in compliance in all material respects with and in since the last five (5) years Applicable Date have complied in all material respects with (i) the FCPA, (ii) the UK Xxxxxxx Xxx 0000 (the “UKBA”), and (iii) the provisions of all anti-bribery, anti-corruption and anti-money laundering 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. Without limiting the foregoing in the last five (5) years foregoing, since April 1, 2013, none of the Company, any of its Subsidiaries or their respective officers, directors or employeesofficers and directors, nor, to the Knowledge of the Company, any of their respective other Representatives (A) have paid, received, offered or promised to pay, or authorized or ratified the payment, directly or indirectly, of any monies or anything of value, (B) have established or maintained, or are maintaining, any unlawful fund of corporate monies or properties, (C) have used or are using any corporate funds for any illegal contributions, gifts, entertainment, hospitality, travel, or other expenses, (D) have, directly or indirectly, made, offered, authorized, facilitated, or promised any payment, contribution, gift, entertainment, bribe, rebate, kickback, financial or other advantage, or anything else of value, regardless of form or amount, value to any national, provincial, municipal or other Government Official, any political party or candidate for political office, or any other Person for the purpose of influencing any act or decision of such official or of any Governmental Entity or Person to obtain or retain business, or direct business to any Person or to secure any other improper benefit or advantage in each case (A) – (D), connection with or relating to the business of the Company or its Subsidiaries in violation in any material respect of the FCPA, the UKBA, and any Laws described in clause (iii) (collectively, “Anti-Corruption Laws”).
(e) The CompanySince April 1, 2013, the Company and each of its Subsidiaries, Subsidiaries and their respective officers, officers and directors, employees and, to the Knowledge of the Company, any all of their respective other Representatives has at all times during the past five (5) years have been and each of them currently is currently, and will remain in compliance in all material respects with Sanctions relevant sanctions and Export Control export control Laws and regulations in jurisdictions in which the Company or any of its Subsidiaries do business, directly or indirectly, or are otherwise subject to jurisdiction, including the United States International Traffic in Arms Regulations, the Export Administration Regulations, United States sanctions Laws and regulations administered by the United States Department of the Treasury’s Office of Foreign Assets Control, the U.S. antiboycott requirements Department of State and the EU Dual Use Regulation (collectively, “Trade ControlsSanctions and Export Laws”). None of , in jurisdictions in which the Company, Company or any of its Subsidiaries do business or their respective officers, directors or employees or, are otherwise subject to the Knowledge of the Company, any of their respective other Representatives are currently or have in the last five years been: (i) a Sanctioned Person; (ii) organized, resident, or located in a Sanctioned Country, (iii) operating in, conducting business with, or otherwise engaging in dealings with or for the benefit of any Sanctioned Person or in any Sanctioned Country; or (iii) otherwise in violation of any Trade Controlsjurisdiction.
(f) The operations of the Company and its Subsidiaries are and, since during the Applicable Datepast five years, have been conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations, or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”).
(g) No investigationExcept as set forth on Section 5.10(g) of the Company Disclosure Letter, inquiry or enforcement proceedings no investigation by or before any Governmental Entity involving the Company or any of its Subsidiaries or any of their respective officers, directors or employees, nor to the Knowledge of the Company, any of their respective other Representatives with respect to the Money Laundering Laws, Trade Controls Sanctions and Export Laws, or Anti-Corruption Laws of which the Company or its Subsidiaries has been notified, is pending or, to the Knowledge of the Company, has been threatened in writing.
(h) The Company and its Subsidiaries, as applicable, are each in good standing with the Industry Associations of which it is a member or maintains a registration, into which it is sponsored, from which it retrieves information or in which it participates, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and there are each such Subsidiary, as applicable, has complied with and is in compliance with all Industry Association Rules, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There is no circumstances likely to give rise to any such investigation, inquiry proceeding or proceedingsdisciplinary action (including fines) currently pending, or to the Knowledge of the Company, threatened in writing against the Company or any of its Subsidiaries by any Industry Association or its applicable agent, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No examination of the Company or any of its Subsidiaries by any Industry Association has resulted in negative outstanding findings, requests or orders from a Governmental Entity or Industry Association that have not been addressed, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the Knowledge of the Company, as of the date of this Agreement, there is no event, fact or circumstance relating to the Company or any of its Subsidiaries that would reasonably be expected to have a material adverse impact on the ability to obtain those consents, approvals or non-objections set forth on items (1) and (2) of Section 5.4(a) of the Company Disclosure Letter.
Appears in 1 contract
Compliance with Laws; Licenses. (ai) The Except as set forth in the Company Reports prior to the date hereof, the businesses of each of the Company and each of its Subsidiaries arehave not been, and since the Applicable Dateare not being, have been, conducted in material compliance with all Laws violation of any applicable to the Company or any of its Subsidiaries, including Payment Services Directive (PSD2 – EU Directive 2015/2366) and applicable unclaimed property Laws, except as would for possible violations that are not, individually or in the aggregate, reasonably be expected likely to result in have a Company Material Adverse Effect.
(bEffect or prevent, materially delay or materially impair the ability of Sellers to consummate the transactions contemplated by this Agreement. Except as set forth in the Company Reports prior to the date hereof or in Section 5.1(h) Except with respect to regulatory matters covered by Section 7.6of the Company Disclosure Schedule, no material 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 to the Company an intention to conduct the same, except as would for those the outcome of which are not, individually or in the aggregate, reasonably be expected likely to result in have a Company Material Adverse EffectEffect or prevent, materially delay or materially impair the ability of Sellers to consummate the transactions contemplated by this Agreement. To the Knowledge of the Company, no material change is required in the Company's or any of the Company Material Subsidiaries' processes, properties or procedures in connection with any such Laws, and neither the Company nor any of the Company Material Subsidiaries has received any notice or communication of any material noncompliance with any such Laws that has not been cured in all material respects.
(cii) The Company and each of its Subsidiaries has obtained and is in compliance with in all material respects hold all Licenses from, and have made all filings, applications and registrations with, each Governmental Entity and other Persons necessary to conduct for the operation of their respective businesses as presently conducted, except as would notin each case for such Licenses, filings, applications and registrations, the failure of which to hold or make, individually or in the aggregate, would not reasonably be expected to result in have a Company Material Adverse Effect. No ; all such Licenses shall cease are in full force and effect, except for such Licenses, the failure of which to be effective as in full force and effect, individually or in the aggregate, would not reasonably be expected to have a result of the consummation of the Transactions Company Material Adverse Effect and no suspension or cancellation of any of the Licenses is proceedings are pending or, to the Knowledge of the Company, threatenedthreatened by any Governmental Entity or other Person for the suspension, revocation or termination of any such License, except as would notfor such suspensions, revocations or terminations that, individually or in the aggregate, would not reasonably be expected to result in have a Company Material Adverse Effect.
(d) The Company, . Neither the Company nor any of its Subsidiaries and their respective officersis in default in any respect under any such License, directors except for such defaults that, individually or employeesin the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, and, to the Knowledge except for statutory or regulatory restrictions of general application and except as set forth in Section 5.1(h)(ii) of the CompanyCompany Disclosure Schedule, all no Governmental Entity has placed any restriction on the business or properties of their respective other Representatives are in compliance in all respects with and in the last five (5) years have complied in all respects with (i) the FCPA, (ii) the UK Xxxxxxx Xxx 0000 (the “UKBA”), and (iii) the provisions of all anti-bribery, anti-corruption and anti-money laundering 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. Without limiting the foregoing , except for such restrictions that, individually or in the last five (5) years none of the Companyaggregate, any of its Subsidiaries or their respective officers, directors or employees, nor, would not reasonably be expected to the Knowledge of the Company, any of their respective other Representatives (A) have paid, received, offered or promised to pay, or authorized or ratified the payment, directly or indirectly, of any monies or anything of value, (B) have established or maintained, or are maintaining, any unlawful fund of corporate monies or properties, (C) have used or are using any corporate funds for any illegal contributions, gifts, entertainment, hospitality, travel, or other expenses, (D) have, directly or indirectly, made, offered, authorized, facilitated, or promised any payment, contribution, gift, entertainment, bribe, rebate, kickback, financial or other advantage, or anything else of value, regardless of form or amount, to any national, provincial, municipal or other Government Official, any political party or candidate for political office, or any other Person in each case (A) – (D), connection with or relating to the business of the a Company or its Subsidiaries in violation in any respect of the FCPA, the UKBA, and any Laws described in clause (iii) (collectively, “Anti-Corruption Laws”)Material Adverse Effect.
(e) The Company, its Subsidiaries, and their respective officers, directors, employees and, to the Knowledge of the Company, any of their respective other Representatives has at all times during the past five (5) years is currently, and will remain in compliance in all material respects with Sanctions and Export Control Laws and U.S. antiboycott requirements (collectively, “Trade Controls”). None of the Company, any of its Subsidiaries or their respective officers, directors or employees or, to the Knowledge of the Company, any of their respective other Representatives are currently or have in the last five years been: (i) a Sanctioned Person; (ii) organized, resident, or located in a Sanctioned Country, (iii) operating in, conducting business with, or otherwise engaging in dealings with or for the benefit of any Sanctioned Person or in any Sanctioned Country; or (iii) otherwise in violation of any Trade Controls.
(f) The operations of the Company and its Subsidiaries are and, since the Applicable Date, have been conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations, or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”).
(g) No investigation, inquiry or enforcement proceedings by or before any Governmental Entity involving the Company or any of its Subsidiaries or any of their respective officers, directors or employees, nor to the Knowledge of the Company, any of their respective other Representatives with respect to the Money Laundering Laws, Trade Controls or Anti-Corruption Laws of which the Company or its Subsidiaries has been notified, is pending or, to the Knowledge of the Company, has been threatened in writing, and there are no circumstances likely to give rise to any such investigation, inquiry or proceedings.
Appears in 1 contract