Compliance with Laws; Licenses. (a) The businesses of each of the WMLP Parties and their Subsidiaries are and have at all times since January 1, 2014 been in compliance with all Laws, except for such violations as would not have a WMLP Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. (b) No WMLP Party has received written notice of any investigation or review by any Governmental Entity with respect to the WMLP Parties or any of their Subsidiaries, and to the Knowledge of the WMLP Parties, no investigation or review by any Governmental Entity with respect to the WMLP Parties or any of their Subsidiaries is pending or threatened, nor has any Governmental Entity indicated an intention to conduct the same, except as would not have a WMLP Material Adverse Effect. (c) The WMLP Parties and each of their Subsidiaries has obtained and is in compliance with all Licenses (including, for the avoidance of doubt, all Licenses required under Environmental Law) necessary to conduct their respective businesses as presently conducted, except as would not have a WMLP Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. All such Licenses are in full force and effect, and there are no actions pending or, to the Knowledge of the WMLP Parties, threatened that would reasonably be expected to result in the revocation, suspension or material modification of any such License, except as would not have a WMLP Material Adverse Effect. No Licenses shall cease to be effective as a result of the consummation of the Merger or the other transactions contemplated by this Agreement except as would not have a WMLP Material Adverse Effect. US-DOCS\87676517.23
Appears in 3 contracts
Samples: Merger Agreement (Andeavor Logistics Lp), Merger Agreement (Western Refining Logistics, LP), Merger Agreement (Andeavor)
Compliance with Laws; Licenses. (a) The businesses of each of the WMLP Parties Company and their its Subsidiaries are not currently being conducted, and at no time since March 31, 2017 have at all times since January 1been conducted, 2014 been in compliance with all Lawsviolation of any applicable Law (including, for the avoidance of doubt, applicable Law relating to Processing of Personal Information), except for such violations as that would not have reasonably be expected to have, individually or in the aggregate, a WMLP Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement.
(b) No WMLP Party has received written notice of any investigation or review by any Governmental Entity with respect to the WMLP Parties or any of their Subsidiaries, and to Effect. To the Knowledge of the WMLP PartiesCompany, as of the date of this Agreement, no investigation or review by any Governmental Entity with respect to the WMLP Parties Company or any of their its Subsidiaries is pending or threatenedthreatened in writing, nor has any Governmental Entity indicated an intention to conduct other than those the same, except as outcome of which would not have reasonably be expected to have, individually or in the aggregate, a WMLP Material Adverse Effect.
(cb) The WMLP Parties Company and its Subsidiaries hold and at all times since March 31, 2017 have held all Licenses, and since March 31, 2017 have filed all required tariffs, reports, notices and other documents with all applicable Governmental Entities and paid all fees and assessments due and payable in connection therewith, in each case necessary for the Company and each of their its Subsidiaries has obtained to own, lease and is in compliance with all Licenses (includingoperate its properties and assets as presently conducted and used, for the avoidance of doubt, all Licenses required under Environmental Law) necessary and to conduct their respective carry on and operate its businesses as presently currently conducted, except as where such failures would not have reasonably be expected to have, individually or in the aggregate, a WMLP Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this AgreementEffect. All such Licenses are in full force and effect, effect (or are the subject of a submitted and there are pending License) and no actions suspension or cancellation of any of the Licenses is pending or, to the Knowledge of the WMLP PartiesCompany, threatened that in writing, and the Company and its Subsidiaries are in compliance with the terms of such Licenses, except where the failure to be in full force and effect or failure to so comply would not reasonably be expected to result have, individually or in the revocationaggregate, suspension or material modification of any such License, except as would not have a WMLP Material Adverse Effect. No Licenses shall cease to be effective as a result .
(c) None of the consummation Company, its Subsidiaries or any of their respective Representatives has materially violated or is in material violation of the Merger Foreign Corrupt Practices Act of 1977 or any other Law (excluding Healthcare Laws) relating to bribery, corruption or similar activities, nor has any such Person: (i) used any funds of the Company or any of its Subsidiaries for unlawful contributions, gifts, entertainment or other expenses relating to political activity; (ii) made any unlawful payment to foreign or domestic governmental officials or other Representatives of any Governmental Entity or to foreign or domestic political parties or campaigns from funds of the Company or any of its Subsidiaries; (iii) established or maintained any unlawful fund of monies or other assets of the Company or any Company Subsidiary; (iv) made any fraudulent entry on the books or records of the Company or any of its Subsidiaries; (v) made any unlawful bribe, rebate, payoff, influence payment, kickback or other payment to any Person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business to obtain special concessions for the Company or any of its Subsidiaries; or (vi) engaged in any transaction or dealing in property or interests in property of, received from or made any contribution of funds, goods or services to or for the benefit of, provided any payments or material assistance to, or otherwise engaged in or facilitated any transactions contemplated by this Agreement except as would not have with a WMLP Material Adverse Effect. US-DOCS\87676517.23Prohibited Person.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Change Healthcare Inc.)
Compliance with Laws; Licenses. (a) The Since the Applicable Date, the businesses of each of the WMLP Parties Purchaser and their its Subsidiaries have not been, and are and have at all times since January 1not being, 2014 been conducted in compliance with all violation of any Laws, except for such violations as that have not had and would not have a WMLP Purchaser Material Adverse Effect or prevent, materially delay or materially impair prevent the consummation of Transactions. To the transactions contemplated by this Agreement.
(b) No WMLP Party has received written notice of any investigation or review by any Governmental Entity with respect to the WMLP Parties or any of their Subsidiaries, and to the Knowledge of the WMLP PartiesPurchaser’s Knowledge, no investigation or review by any Governmental Entity with respect to the WMLP Parties Purchaser or any of their its Subsidiaries is pending or threatened, except for such investigations or reviews the outcome of which would not have a Purchaser Material Adverse Effect, or prevent the consummation of the Transactions.
(b) The Purchaser and the Subsidiaries are in material compliance with data protection, privacy, and protection of personal information Laws, including the European Union’s General Data Protection Regulation, as applicable, in each jurisdiction where they operate.
(c) Each of the Purchaser and its Subsidiaries has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity (the “Purchaser Licenses”) necessary to conduct its business as presently conducted and used, except those the absence of which would not have a Purchaser Material Adverse Effect or prevent the consummation of the Transactions. The operation of the business of the Purchaser and its Subsidiaries as presently conducted is not, and has not been since the Applicable Date, in violation of, nor is the Purchaser or its Subsidiaries in default or violation under, any Purchaser License, and, to the Purchaser’s Knowledge, no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation of any material terms, condition or provision of any Purchaser License, except where such default or violation of such Purchaser License which would not have a Purchaser Material Adverse Effect, or prevent the consummation of the Transactions. To the Purchaser’s Knowledge, there are no actions pending or threatened, that seek the revocation, cancellation or adverse modification of any Purchaser License, except where such revocation, cancellation or adverse modification would not reasonably be expected to have a Purchaser Material Adverse Effect or prevent the consummation of the Transactions. Since the Applicable Date, neither the Purchaser nor any of its Subsidiaries has received any notice or communication of any material noncompliance or alleged material non- compliance with any Purchaser Licenses that has not been cured, except as would not have a Purchaser Material Adverse Effect.
(d) To the Purchaser’s Knowledge, neither the Purchaser nor any of its Subsidiaries or any other Person associated with or acting on behalf of the Purchaser or any of its Subsidiaries, including any director, officer, agent or employee of the Purchaser or any of its Subsidiaries, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity or to influence official action, (ii) made any direct or indirect unlawful payment to any foreign or domestic Government Official or employee from corporate funds, (iii) violated or is in violation of any provision of (A) Applicable Anti-Corruption Laws, or (B) any other Law that prohibits corruption or bribery, or (iv) has been or is being investigated by a Governmental Entity, or has been or is the subject of any allegations, with respect to conduct within the scope of the foregoing clauses (i) through (iii).
(e) To the Purchaser’s Knowledge, neither the Purchaser nor any of its Subsidiaries is in conflict with, default under or violation of, or is being charged by any Governmental Entity or investigated for, a violation of any Antitrust Law applicable to the Purchaser or any of its Subsidiaries. To the Purchaser’s Knowledge, no investigation or review by any Governmental Entity under any Antitrust Law or any settlement agreement in respect of a violation or alleged violation thereof with respect to the Purchaser or any of its Subsidiaries is pending or threatened, nor has any Governmental Entity indicated an intention to conduct the same, except as would not have a WMLP Material Adverse Effect.
(c) The WMLP Parties and each of their Subsidiaries has obtained and is in compliance with all Licenses (including, for the avoidance of doubt, all Licenses required under Environmental Law) necessary to conduct their respective businesses as presently conducted, except as would not have a WMLP Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this Agreement. All such Licenses are in full force and effect, and there are no actions pending or, to the Knowledge of the WMLP Parties, threatened that would reasonably be expected to result in the revocation, suspension or material modification of any such License, except as would not have a WMLP Material Adverse Effect. No Licenses shall cease to be effective as a result of the consummation of the Merger investigation or the other transactions contemplated by this Agreement except as would not have a WMLP Material Adverse Effect. US-DOCS\87676517.23review.
Appears in 1 contract
Compliance with Laws; Licenses. (a) The businesses of each of the WMLP ANDX Parties and their Subsidiaries are and have at all times since January 1December 31, 2014 2017 been in compliance with all Laws, except for such violations as would not have a WMLP an ANDX Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this AgreementEffect.
(b) No WMLP ANDX Party has received written notice of any investigation or review by any Governmental Entity with respect to the WMLP ANDX Parties or any of their Subsidiaries, and to the Knowledge of the WMLP ANDX Parties, no investigation or review by any Governmental Entity with respect to the WMLP ANDX Parties or any of their Subsidiaries is pending or threatened, nor has any Governmental Entity indicated an intention to conduct the same, in each case, except as would not have a WMLP an ANDX Material Adverse Effect.
(c) The WMLP ANDX Parties and each of their Subsidiaries has obtained and is in compliance with all Licenses (including, for the avoidance of doubt, all Licenses required under Environmental Law) necessary to conduct their respective businesses as presently conducted, except as would not have a WMLP an ANDX Material Adverse Effect or prevent, materially delay or materially impair the consummation of the transactions contemplated by this AgreementEffect. All such Licenses are in full force and effect, and there are no actions pending or, to the Knowledge of the WMLP ANDX Parties, threatened that would reasonably be expected to result in the revocation, suspension or material modification of any such License, except as would not have a WMLP an ANDX Material Adverse Effect. No Licenses shall cease to be effective as a result of the consummation of the Merger or the other transactions contemplated by this Agreement except as would not have a WMLP an ANDX Material Adverse Effect. US.
(d) Without limiting the generality of Section 5.10(a), the ANDX Parties, each of their Subsidiaries, and, to the Knowledge of the ANDX Parties, each joint venture partner, joint interest owner, consultant, agent or representative of any of the foregoing (in their respective capacities as such), (i) has not violated the U.S. Foreign Corrupt Practices Act, and any other U.S. and foreign anti-DOCS\87676517.23corruption Laws that are applicable to the ANDX Parties or any of their Subsidiaries; (ii) has not been given written notice by any Governmental Entity of any facts which, if true, would constitute a violation of the U.S. Foreign Corrupt Practices Act or any other U.S. or foreign anti-corruption Laws by any such person; and (iii) to the Knowledge of the ANDX Parties, is not being (and has not been) investigated by any Governmental Entity except, in each case of the foregoing clauses (i) through (iii), as would not have an ANDX Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (MPLX Lp)
Compliance with Laws; Licenses. (a) The businesses of each of Such Omnitracs Blocker and its Subsidiaries have been since the WMLP Parties Applicable Date, and their Subsidiaries are and have at all times since January 1not being, 2014 been in compliance with all Laws applicable to such Omnitracs Blocker and its Subsidiaries and no notice has been received by such Omnitracs Blocker from any Governmental Entity or any other Person alleging a violation of any such Laws, except for such violations as would that, individually or in the aggregate, are not have a WMLP Material Adverse Effect or reasonably likely to prevent, materially delay or materially impair the consummation ability of such Omnitracs Blocker to consummate the transactions contemplated by this Agreement.
(b) Transactions. There is no Contract, commitment, or Order binding upon such Omnitracs Blocker or to which such Omnitracs Blocker is a party which has or would be reasonably likely have, individually or in the aggregate, an Omnitracs Material Adverse Effect. No WMLP Party has received written notice of any investigation or review by any Governmental Entity with respect to the WMLP Parties or any of their Subsidiariessuch Omnitracs Blocker is pending or, and to the Knowledge of the WMLP Partiessuch Omnitracs Blocker, no investigation or review by any Governmental Entity with respect to the WMLP Parties or any of their Subsidiaries is pending or threatened, nor has any Governmental Entity indicated an intention to conduct the same, except as would not have a WMLP Material Adverse Effect.
(c) The WMLP Parties for such investigations or reviews, the outcome of which is not, individually or in the aggregate, reasonably likely to prevent, materially delay or materially impair the ability of such Omnitracs Blocker to consummate the Transactions. Such Omnitracs Blocker and each of their its Subsidiaries has obtained and is in compliance with all Licenses (including, for the avoidance of doubt, all Licenses required under Environmental Law) Permits and Orders issued or granted by a Governmental Entity necessary to conduct their respective businesses its business as presently conducted, except as would those the absence of which, individually or in the aggregate, are not have a WMLP Material Adverse Effect or reasonably likely to prevent, materially delay or materially impair the consummation ability of such Omnitracs Blocker to consummate the transactions contemplated by this Agreement. All such Licenses are in full force and effect, and there are no actions pending or, to the Knowledge of the WMLP Parties, threatened that would reasonably be expected to result in the revocation, suspension or material modification of any such License, except as would not have a WMLP Material Adverse Effect. No Licenses shall cease to be effective as a result of the consummation of the Merger or the other transactions contemplated by this Agreement except as would not have a WMLP Material Adverse Effect. US-DOCS\87676517.23Transactions.
Appears in 1 contract
Samples: Merger Agreement (Solera Corp.)