Compliance with Laws; Licenses. The Company and its Subsidiaries operate their respective businesses in substantial compliance with any federal, state, local or foreign Laws applicable to such businesses (other than any Laws relating to the subject matters covered in Section 5.12 or 5.14), except for such violations that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or to prevent, impede or materially delay the ability of the Company to consummate the transactions contemplated hereby or to perform its obligations hereunder. No investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for such investigations or reviews that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company and its Subsidiaries each has all governmental permits, licenses, franchises, variances, exemptions, orders issued or granted by a Governmental Entity and all other authorizations, consents and approvals issued or granted by a Governmental Entity necessary to conduct its business as presently conducted, except those the absence of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Novartis Ag), Merger Agreement (Chiron Corp), Agreement and Plan of Merger (Novartis Corp)
Compliance with Laws; Licenses. The businesses of each of the Company and its Subsidiaries operate their respective businesses have not been since the Applicable Date, and are not being, conducted in substantial compliance with violation of any federal, state, local or foreign Laws applicable to such businesses law, statute or ordinance, common law, or any rule, regulation, standard, judgment, order, writ, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (other than any Laws relating to the subject matters covered in Section 5.12 or 5.14collectively, “Laws”), except for such violations that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or Effect. Except with respect to preventregulatory matters covered by Section 6.5, impede or materially delay the ability of the Company to consummate the transactions contemplated hereby or to perform its obligations hereunder. No no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries or any Benefit Plan is pending or, to the Knowledge of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct the same, threatened except for such investigations or reviews that those the outcome of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company and its Subsidiaries each has obtained and is in compliance with all governmental permits, licensescertifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions, exemptions and orders issued or granted by a Governmental Entity and all other authorizations, consents and approvals 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, reasonably be expected to have a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Biomet Inc), Merger Agreement (Biomet Inc)
Compliance with Laws; Licenses. The Company and its Subsidiaries operate their respective businesses in substantial compliance with any federal, state, local or foreign Laws applicable to such businesses (other than any Laws relating to the subject matters covered in Section 5.12 or 5.14), except for such violations noncompliance that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or to prevent, impede or materially delay Effect. To the ability Knowledge of the Company to consummate the transactions contemplated hereby or to perform its obligations hereunder. No Company, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, or threatened, nor has any Governmental Entity indicated provided written notice of an intention to conduct the same, except for such investigations or reviews that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company and each of its Subsidiaries each has all governmental permits, licenses, franchises, variances, exemptions, orders issued or granted by a Governmental Entity and all other authorizations, consents and approvals issued or granted by a Governmental Entity necessary to conduct its business as presently conducted, except those the absence of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. All the payments required in connection with the maintenance of such permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals are current, except where the failure to make such payments would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Moscow Cablecom Corp), Merger Agreement (Renova Media Enterprises Ltd.)
Compliance with Laws; Licenses. The businesses of each of the Company and its Subsidiaries operate their respective businesses have not been since the Applicable Date, and are not being, conducted in substantial compliance with violation of any federal, state, local or foreign Laws applicable to such businesses law, statute or ordinance, common law, or any rule or regulation of any Governmental Entity (other than collectively, "Laws") or of any Laws relating to the subject matters covered in Section 5.12 or 5.14)arbitrator, except for such violations that would notthat, individually or in the aggregate, have not had or would not reasonably be expected to have a Company Material Adverse Effect or to prevent, impede or materially delay Effect. To the ability Knowledge of the Company to consummate the transactions contemplated hereby or to perform its obligations hereunder. No Company, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or threatened. None of the Company, any of its Subsidiaries or, to the Knowledge of the Company, threatenedany of their respective directors, nor officers, agents or employees (on behalf of the Company or any of its Subsidiaries) has made any Governmental Entity indicated an intention payments, including without limitation, using funds for contributions or expenses related to conduct political activity and making payments to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns, in violation of applicable Law, including the same, except for such investigations or reviews that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectForeign Corrupt Practices Act of 1977. The Company and its Subsidiaries have each has obtained and are in compliance with all governmental permits, licensescertifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions, exemptions and orders issued or granted by a Governmental Entity and all other authorizations, consents and approvals issued or granted by a Governmental Entity ("Licenses") necessary to conduct its business their respective businesses as presently conducted, except for those the absence of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
Appears in 2 contracts
Compliance with Laws; Licenses. The Company and operates its Subsidiaries operate their respective businesses business in substantial compliance with any federal, state, local or foreign Laws all laws applicable to such businesses (other than any Laws relating to the subject matters covered in Section 5.12 or 5.14)business, except for such violations noncompliance that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or to prevent, impede or materially delay material adverse effect on the ability Company. To the knowledge of the Company to consummate the transactions contemplated hereby or to perform its obligations hereunder. No Company, no investigation or review by any Governmental Entity governmental entity with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge of the Company, or threatened, nor has any Governmental Entity indicated governmental entity provided written notice of an intention to conduct the same, except for such investigations or reviews that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectmaterial adverse effect on the Company. The Company and its Subsidiaries each has all governmental permits, licenses, franchises, variances, exemptions, orders issued or granted by a Governmental Entity governmental entity and all other authorizations, consents and approvals issued or granted by a Governmental Entity governmental entity necessary to conduct its business as presently conducted, except those the absence of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectmaterial adverse effect on the Company. All the payments required in connection with the maintenance of such permits, licenses, franchises, variances, exemptions, orders, authorizations, consents and approvals are current, except where the failure to make such payments would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Company.
Appears in 1 contract
Compliance with Laws; Licenses. The businesses of each of the Company and its Subsidiaries operate their respective businesses have not been since the Applicable Date, and are not being, conducted in substantial compliance with violation of any federal, state, local or foreign Laws applicable to such businesses law, statute or ordinance, common law, or any rule or regulation of any Governmental Entity (other than collectively, “Laws”) or of any Laws relating to the subject matters covered in Section 5.12 or 5.14)arbitrator, except for such violations that would notthat, individually or in the aggregate, have not had or would not reasonably be expected to have a Company Material Adverse Effect or to prevent, impede or materially delay Effect. To the ability Knowledge of the Company to consummate the transactions contemplated hereby or to perform its obligations hereunder. No Company, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or threatened. None of the Company, any of its Subsidiaries or, to the Knowledge of the Company, threatenedany of their respective directors, nor officers, agents or employees (on behalf of the Company or any of its Subsidiaries) has made any Governmental Entity indicated an intention payments, including without limitation, using funds for contributions or expenses related to conduct political activity and making payments to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns, in violation of applicable Law, including the same, except for such investigations or reviews that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectForeign Corrupt Practices Act of 1977. The Company and its Subsidiaries have each has obtained and are in compliance with all governmental permits, licensescertifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions, exemptions and orders issued or granted by a Governmental Entity and all other authorizations, consents and approvals issued or granted by a Governmental Entity (“Licenses”) necessary to conduct its business their respective businesses as presently conducted, except for those the absence of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Topps Co Inc)