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Common use of Compliance with Laws; Licenses Clause in Contracts

Compliance with Laws; Licenses. (a) Since the Applicable Date, the businesses of each of the Company and its Subsidiaries have not been, and are not being, conducted in violation of any Laws, except for violations that have not had and would not have a Company Material Adverse Effect or prevent the consummation of Transactions. To the Company’s Knowledge, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or threatened, except for such investigations or reviews the outcome of which would not have a Company Material Adverse Effect, or prevent the consummation of the Transactions. (b) Each of the Company 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 “Licenses”) necessary to conduct its business as presently conducted and used, except those the absence of which would not have a Company Material Adverse Effect or prevent the consummation of the Transactions. The operation of the business of the Company and its Subsidiaries as presently conducted is not, and has not been since the Applicable Date, in violation of, nor is the Company or its Subsidiaries in default or violation under, any License, and, to the Company’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 License, except where such default or violation of such License which would not have a Company Material Adverse Effect, or prevent the consummation of the Transactions. To the Company’s Knowledge, there are no actions pending or threatened, that seek the revocation, cancellation or adverse modification of any License, except where such revocation, cancellation or adverse modification would not reasonably be expected to have a Company Material Adverse Effect or prevent the consummation of the Transactions. Since the Applicable Date, neither the Company nor any of its Subsidiaries has received any notice or communication of any material noncompliance or alleged material non- compliance with any Licenses that has not been cured, except as would not have a Company Material Adverse Effect. (c) To the Company’s Knowledge, neither the Company nor any of its Subsidiaries or any other Person associated with or acting on behalf of the Company or any of its Subsidiaries, including any director, officer, agent or employee of the Company 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). (d) To the Company’s Knowledge, neither the Company 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 Company or any of its Subsidiaries. To the Company’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 Company or any of its Subsidiaries is pending or threatened, nor has any Governmental Entity indicated an intention to conduct any such investigation or review.

Appears in 1 contract

Samples: Arrangement Agreement (Lantronix Inc)

Compliance with Laws; Licenses. (a) Since the Applicable Date, the The businesses of each of the Company and its Subsidiaries have not beenbeen since January 1, 2017, and are not being, conducted in violation of any Lawsapplicable Law, except for violations that have not had and as would not have a not, individually or in the aggregate, reasonably be expected to be material to the Company Material Adverse Effect or prevent any of its Subsidiaries or prevent, materially delay or materially impair the consummation ability of the Company to consummate the Transactions. To the Company’s Knowledge, no . (b) No investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or or, to the Knowledge of the Company, threatened, nor, to the Knowledge of the Company, has any Governmental Entity indicated an intention to conduct the same since January 1, 2017, except for as would not, individually or in the aggregate, reasonably be expected to be material to the Company or any of its Subsidiaries or prevent, materially delay or materially impair the ability of the Company to consummate the Transactions. To the Knowledge of the Company, no material change is required in the Company’s or any of its Subsidiaries’ processes or properties or procedures or policies in connection with any such investigations Laws, and the Company has not received any written or, to the Knowledge of the Company, oral notice or reviews communication of any material noncompliance with any such Laws that has not been cured as of the outcome date of which this Agreement except as would not have a not, individually or in the aggregate, reasonably be expected to be material to the Company Material Adverse Effector any of its Subsidiaries or prevent, materially delay or prevent materially impair the consummation ability of the Company to consummate the Transactions. (bc) Each of the The Company and each of 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 “Licenses”) Licenses necessary to conduct its business as presently conducted and usedtheir respective businesses, except those as would not, individually or in the absence aggregate, reasonably be expected to be material to the Company or any of which would not have its Subsidiaries. No Licenses shall cease to be effective as a Company Material Adverse Effect or prevent result of the consummation of the Transactions. The operation of the business of the Company and its Subsidiaries , except as presently conducted is would not, and has not been since individually or in the Applicable Dateaggregate, in violation of, nor is the Company or its Subsidiaries in default or violation under, any License, and, to the Company’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 License, except where such default or violation of such License which would not have a Company Material Adverse Effect, or prevent the consummation of the Transactions. To the Company’s Knowledge, there are no actions pending or threatened, that seek the revocation, cancellation or adverse modification of any License, except where such revocation, cancellation or adverse modification would not reasonably be expected to have a be material to the Company Material Adverse Effect or prevent any of its Subsidiaries or prevent, materially delay or materially impair the consummation ability of the Company to consummate the Transactions. Since Except as would not, individually or in the Applicable Dateaggregate, reasonably be expected to be material to the Company or any of its Subsidiaries, (i) neither the Company nor any of its Subsidiaries has received written notice of any Proceeding relating to (A) any actual or alleged violation of, or failure to comply with, any term or requirement of any such License or (B) any actual or proposed revocation, withdrawal, suspension, cancellation, termination, nonrenewal or modification of any such License; (ii) to the Knowledge of the Company, no event has occurred and no circumstance exists that (with or without notice or communication lapse of time, or both) (A) constitutes or would reasonably be expected to result, directly or indirectly, in a violation of, or a failure to comply with, any term or requirement of any material noncompliance such License or alleged material non- compliance (B) would or would reasonably be expected to result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation, termination, nonrenewal or modification of any of such License; and (iii) all applications required to have been filed for the renewal of each such License have been duly filed on a timely basis with any Licenses that has not the appropriate Governmental Entity, and all other filings required to have been cured, except as would not made with respect to each such License have been duly made on a Company Material Adverse Effecttimely basis with the appropriate Governmental Entity. (cd) To The Company, its Subsidiaries and their respective Representatives are in compliance with and since January 1, 2017 have complied in all material respects with the FCPA, the UK Xxxxxxx Xxx 0000, the Israeli Penalty Law-1977, the Israeli Prohibition on Money Laundering Law-2000 and the provisions of all other 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 (collectively, the “Anticorruption Laws”). Since January 1, 2017, none of the Company’s Knowledge, neither the Company nor any of its Subsidiaries or any of their respective Representatives have paid, offered or promised to pay, or authorized or ratified the payment, directly or indirectly, of any monies or anything of value to any Person, including any national, provincial, municipal or other Government Official or any political party or candidate for political office for the purpose of influencing any act or decision of such Person associated to obtain or retain business, or direct business to any person or to secure any other benefit or advantage in each case in violation of any Anticorruption Laws. The Company and its Subsidiaries (x) have instituted policies and procedures designed to ensure compliance with the Anticorruption Laws and (y) have maintained such policies and procedures in force. (e) There are no pending, or acting on behalf to the Knowledge of the Company Company, threatened Proceedings against the Company, any of its Subsidiaries or any of its Subsidiaries, including any director, officer, agent or employee of the Company or any of its Subsidiaries, has their Representatives (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). (d) To the Company’s Knowledge, neither the Company 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 each case as it relates to the Company or any of its Subsidiaries) with respect to any Anticorruption Laws. To Since January 1, 2017, neither the Company’s Knowledge, no its Subsidiaries nor, to the Knowledge of the Company, any Representatives of the Company or any of its Subsidiaries (including consultants, distributors, resellers, and any other business intermediaries), has received written or, to the Knowledge of the Company, oral notice of (i) any investigation by or review by any request for information from a Governmental Entity under relating to any Antitrust Law actual or possible violation of Anticorruption Laws by the Company, any of the Subsidiaries or any settlement agreement Representatives of the Company or any of its Subsidiaries (including consultants, distributors, resellers, and other business intermediaries) (in respect of a violation or alleged violation thereof with respect each case as it relates to the Company or any of its Subsidiaries), or (ii) any other allegation, investigation or inquiry regarding any actual or possible violation of the Anticorruption Laws by the Company, any of the its Subsidiaries is pending or threatenedany Representatives of the Company or any of its Subsidiaries (including consultants, nor distributors, resellers, and any other business intermediaries) (in each case as it relates to the Company or any of its Subsidiaries). (f) Since January 1, 2012, the Company and each of its Subsidiaries and its and their respective Representatives (i) have been in compliance with all applicable Sanctions and Trade Control Laws, (ii) has obtained all required Licenses pursuant to the Trade Control Laws, from relevant Governmental Entities, including the Israeli Ministry of Defense, the Israeli Ministry of Economy and Industry, the U.S. Department of Commerce, the U.S. Department of the Treasury, and the U.S. Department of State, (iii) has not been subject to any Proceedings or penalties by any Governmental Entity indicated an with respect to any potential violation arising under or relating to any Sanctions or any Trade Control Laws, (iv) has maintained a registration with the Israeli Ministry of Defense’s Defense Export Control Agency under the Defense Export Control Law-2007, and the U.S. Department of State’s DDTC and no such registrations have lapsed, (v) has not conducted, directly or indirectly, any business in any Sanctioned Jurisdiction or with any Sanctioned Person or otherwise engaged in any transactions, or otherwise dealt directly or indirectly, with any Person with whom Persons are prohibited from dealing under the Trade Control Laws and (vi) is not a Sanctioned Person or owned or controlled by (as applicable) a Sanctioned Person. Each of the Company and its Subsidiaries currently possesses all export control Licenses and other material Licenses under any Trade Control Laws to operate the business of the Company and its Subsidiaries as currently conducted. The Company and its Subsidiaries are in compliance with all such export control Licenses and other material Licenses under any Trade Control Laws in all material respects. The Company and its Subsidiaries also (A) have instituted policies and procedures designed to ensure compliance with any Sanctions and Trade Control Laws in each jurisdiction in which the Company and its Subsidiaries operate or are otherwise subject to jurisdiction and (B) has maintained such policies and procedures in force. Neither the Company nor any of its Subsidiaries has since January 1, 2017 (1) made any 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 Sanctions or Trade Control Laws or (2) received any written or, to the Knowledge of the Company, oral notice, request, penalty, or citation for any actual or potential non-compliance with Sanctions or Trade Control Laws. (g) The Company has no Knowledge of, and has never been informed or made aware of (whether verbally or in writing), any interest, intention or plan by any Governmental Entity, including the Israeli Ministry of Defense, Office of the Prime Minister or Ministry of Economy and Industry, to conduct any designate the Company as a “Defense Corporation”, as such investigation or reviewterm is defined in the Defense Corporation Law (Protection of Defense Interests)-2006.

Appears in 1 contract

Samples: Merger Agreement (Rada Electronic Industries LTD)

Compliance with Laws; Licenses. (a) Since the Applicable Date, the The businesses of each of the Company and its Subsidiaries have not beenbeen since January 1, 2017, and are not being, conducted in violation of any Lawsapplicable Law, except for violations that have not had and as would not have a not, individually or in the aggregate, reasonably be expected to be material to the Company Material Adverse Effect or prevent any of its Subsidiaries or prevent, materially delay or materially impair the consummation ability of the Company to consummate the Transactions. To the Company’s Knowledge, no . (b) No investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or or, to the Knowledge of the Company, threatened, nor, to the Knowledge of the Company, has any Governmental Entity indicated an intention to conduct the same since January 1, 2017, except for as would not, individually or in the aggregate, reasonably be expected to be material to the Company or any of its Subsidiaries or prevent, materially delay or materially impair the ability of the Company to consummate the Transactions. To the Knowledge of the Company, no material change is required in the Company’s or any of its Subsidiaries’ processes or properties or procedures or policies in connection with any such investigations Laws, and the Company has not received any written or, to the Knowledge of the Company, oral notice or reviews communication of any material noncompliance with any such Laws that has not been cured as of the outcome date of which this Agreement except as would not have a not, individually or in the aggregate, reasonably be expected to be material to the Company Material Adverse Effector any of its Subsidiaries or prevent, materially delay or prevent materially impair the consummation ability of the Company to consummate the Transactions. (bc) Each of the The Company and each of 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 “Licenses”) Licenses necessary to conduct its business as presently conducted and usedtheir respective businesses, except those as would not, individually or in the absence aggregate, reasonably be expected to be material to the Company or any of which would not have its Subsidiaries. No Licenses shall cease to be effective as a Company Material Adverse Effect or prevent result of the consummation of the Transactions. The operation of the business of the Company and its Subsidiaries , except as presently conducted is would not, and has not been since individually or in the Applicable Dateaggregate, in violation of, nor is the Company or its Subsidiaries in default or violation under, any License, and, to the Company’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 License, except where such default or violation of such License which would not have a Company Material Adverse Effect, or prevent the consummation of the Transactions. To the Company’s Knowledge, there are no actions pending or threatened, that seek the revocation, cancellation or adverse modification of any License, except where such revocation, cancellation or adverse modification would not reasonably be expected to have a be material to the Company Material Adverse Effect or prevent any of its Subsidiaries or prevent, materially delay or materially impair the consummation ability of the Company to consummate the Transactions. Since Except as would not, individually or in the Applicable Dateaggregate, reasonably be expected to be material to the Company or any of its Subsidiaries, (i) neither the Company nor any of its Subsidiaries has received written notice of any Proceeding relating to (A) any actual or alleged violation of, or failure to comply with, any term or requirement of any such License or (B) any actual or proposed revocation, withdrawal, suspension, cancellation, termination, nonrenewal or modification of any such License; (ii) to the Knowledge of the Company, no event has occurred and no circumstance exists that (with or without notice or communication lapse of time, or both) (A) constitutes or would reasonably be expected to result, directly or indirectly, in a violation of, or a failure to comply with, any term or requirement of any material noncompliance such License or alleged material non- compliance (B) would or would reasonably be expected to result, directly or indirectly, in the revocation, withdrawal, suspension, cancellation, termination, nonrenewal or modification of any of such License; and (iii) all applications required to have been filed for the renewal of each such License have been duly filed on a timely basis with any Licenses that has not the appropriate Governmental Entity, and all other filings required to have been cured, except as would not made with respect to each such License have been duly made on a Company Material Adverse Effecttimely basis with the appropriate Governmental Entity. (cd) To The Company, its Subsidiaries and their respective Representatives are in compliance with and since January 1, 2017 have complied in all material respects with the FCPA, the UK Xxxxxxx Xxx 0000, the Israeli Penalty Law-1977, the Israeli Prohibition on Money Laundering Law-2000 and the provisions of all other 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 (collectively, the “Anticorruption Laws”). Since January 1, 2017, none of the Company’s Knowledge, neither the Company nor any of its Subsidiaries or any of their respective Representatives have paid, offered or promised to pay, or authorized or ratified the payment, directly or indirectly, of any monies or anything of value to any Person, including any national, provincial, municipal or other Government Official or any political party or candidate for political office for the purpose of influencing any act or decision of such Person associated to obtain or retain business, or direct business to any person or to secure any other benefit or advantage in each case in violation of any Anticorruption Laws. The Company and its Subsidiaries (x) have instituted policies and procedures designed to ensure compliance with the Anticorruption Laws and (y) have maintained such policies and procedures in force. (e) There are no pending, or acting on behalf to the Knowledge of the Company Company, threatened Proceedings against the Company, any of its Subsidiaries or any of its Subsidiaries, including any director, officer, agent or employee of the Company or any of its Subsidiaries, has their Representatives (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). (d) To the Company’s Knowledge, neither the Company 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 each case as it relates to the Company or any of its Subsidiaries) with respect to any Anticorruption Laws. To Since January 1, 2017, neither the Company’s Knowledge, no its Subsidiaries nor, to the Knowledge of the Company, any Representatives of the Company or any of its Subsidiaries (including consultants, distributors, resellers, and any other business intermediaries), has received written or, to the Knowledge of the Company, oral notice of (i) any investigation by or review by any request for information from a Governmental Entity under relating to any Antitrust Law actual or possible violation of Anticorruption Laws by the Company, any of the Subsidiaries or any settlement agreement Representatives of the Company or any of its Subsidiaries (including consultants, distributors, resellers, and other business intermediaries) (in respect of a violation or alleged violation thereof with respect each case as it relates to the Company or any of its Subsidiaries), or (ii) any other allegation, investigation or inquiry regarding any actual or possible violation of the Anticorruption Laws by the Company, any of the its Subsidiaries is pending or threatenedany Representatives of the Company or any of its Subsidiaries (including consultants, nor distributors, resellers, and any other business intermediaries) (in each case as it relates to the Company or any of its Subsidiaries). (f) Since January 1, 2012, the Company and each of its Subsidiaries and its and their respective Representatives (i) have been in compliance with all applicable Sanctions and Trade Control Laws, (ii) has obtained all required Licenses pursuant to the Trade Control Laws, from relevant Governmental Entities, including the Israeli Ministry of Defense, the Israeli Ministry of Economy and Industry, the U.S. Department of Commerce, the U.S. Department of xxx Xxxxxxxx, xxx xxx X.X. Xxxxxxxxxx xx Xxxxx, (xxx) has not been subject to any Proceedings or penalties by any Governmental Entity indicated an with respect to any potential violation arising under or relating to any Sanctions or any Trade Control Laws, (iv) has maintained a registration with the Israeli Ministry of Defense’s Defense Export Control Agency under the Defense Export Control Law-2007, and the U.S. Department of State’s DDTC and no such registrations have lapsed, (v) has not conducted, directly or indirectly, any business in any Sanctioned Jurisdiction or with any Sanctioned Person or otherwise engaged in any transactions, or otherwise dealt directly or indirectly, with any Person with whom Persons are prohibited from dealing under the Trade Control Laws and (vi) is not a Sanctioned Person or owned or controlled by (as applicable) a Sanctioned Person. Each of the Company and its Subsidiaries currently possesses all export control Licenses and other material Licenses under any Trade Control Laws to operate the business of the Company and its Subsidiaries as currently conducted. The Company and its Subsidiaries are in compliance with all such export control Licenses and other material Licenses under any Trade Control Laws in all material respects. The Company and its Subsidiaries also (A) have instituted policies and procedures designed to ensure compliance with any Sanctions and Trade Control Laws in each jurisdiction in which the Company and its Subsidiaries operate or are otherwise subject to jurisdiction and (B) has maintained such policies and procedures in force. Neither the Company nor any of its Subsidiaries has since January 1, 2017 (1) made any 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 Sanctions or Trade Control Laws or (2) received any written or, to the Knowledge of the Company, oral notice, request, penalty, or citation for any actual or potential non-compliance with Sanctions or Trade Control Laws. (g) The Company has no Knowledge of, and has never been informed or made aware of (whether verbally or in writing), any interest, intention or plan by any Governmental Entity, including the Israeli Ministry of Defense, Office of the Prime Minister or Ministry of Economy and Industry, to conduct any designate the Company as a “Defense Corporation”, as such investigation or reviewterm is defined in the Defense Corporation Law (Protection of Defense Interests)-2006.

Appears in 1 contract

Samples: Merger Agreement (Leonardo DRS, Inc.)

Compliance with Laws; Licenses. (a) Since the Applicable Date, the The businesses of each of the Company and its Subsidiaries have not been, and are not being, conducted in violation of any federal, state, local or foreign law, statute or ordinance, or any rule, regulation, standard, judgment, order, writ, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively, “Laws”), except for violations that have not had and that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or, as of the date hereof, prevent, materially delay or prevent materially impair the consummation of Transactionsthe transactions contemplated by this Agreement. To the Knowledge of the Company’s Knowledge, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for such investigations or reviews those the outcome of which would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect or, as of the date hereof, prevent, materially delay or prevent materially impair the consummation of the Transactions. (b) Each transactions contemplated by this Agreement. To the Knowledge of the Company, no material change is required in the Company’s or any of its Subsidiaries’ processes, properties or procedures in connection with any such Laws, and the Company has not received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity (the “Licenses”) necessary to conduct its business as presently conducted and usedcurrently conducted, except those the failure to comply with or absence of which would not have a Company Material Adverse Effect or prevent the consummation of the Transactions. The operation of the business of the Company and its Subsidiaries as presently conducted is not, and has not been since individually or in the Applicable Dateaggregate, in violation of, nor is the Company or its Subsidiaries in default or violation under, any License, and, to the Company’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 License, except where such default or violation of such License which would not have a Company Material Adverse Effect, or prevent the consummation of the Transactions. To the Company’s Knowledge, there are no actions pending or threatened, that seek the revocation, cancellation or adverse modification of any License, except where such revocation, cancellation or adverse modification would not reasonably be expected to have a Company Material Adverse Effect or, as of the date hereof, prevent, materially delay or prevent materially impair the consummation of the Transactions. Since the Applicable Date, neither the Company nor any of its Subsidiaries has received any notice or communication of any material noncompliance or alleged material non- compliance with any Licenses that has not been cured, except as would not have a Company Material Adverse Effecttransactions contemplated by this Agreement. (c) To the Company’s Knowledge, neither the Company nor any of its Subsidiaries or any other Person associated with or acting on behalf of the Company or any of its Subsidiaries, including any director, officer, agent or employee of the Company 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). (d) To the Company’s Knowledge, neither the Company 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 Company or any of its Subsidiaries. To the Company’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 Company or any of its Subsidiaries is pending or threatened, nor has any Governmental Entity indicated an intention to conduct any such investigation or review.

Appears in 1 contract

Samples: Merger Agreement (Maverick Tube Corp)

Compliance with Laws; Licenses. (a) Since the Applicable Date, the The businesses of each of the Company and its Subsidiaries have not been, and are not being, conducted in violation of any federal, state, local or foreign law, statute or ordinance, or any rule, regulation, standard, judgment, order, writ, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively, “Laws”), except for violations that have not had and that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect or, as of the date hereof, prevent, materially delay or prevent materially impair the consummation of Transactionsthe transactions contemplated by this Agreement. To the Knowledge of the Company’s Knowledge, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for such investigations or reviews those the outcome of which would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect or, as of the date hereof, prevent, materially delay or prevent materially impair the consummation of the Transactions. (b) Each transactions contemplated by this Agreement. To the Knowledge of the Company, no material change is required in the Company’s or any of its Subsidiaries’ processes, properties or procedures in connection with any such Laws, and the Company has not received any notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. The Company and its Subsidiaries each has obtained and is in compliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity (the “Licenses”) necessary to conduct its business as presently conducted and usedcurrently conducted, except those the failure to comply with or absence of which would not have a Company Material Adverse Effect or prevent the consummation of the Transactions. The operation of the business of the Company and its Subsidiaries as presently conducted is not, and has not been since individually or in the Applicable Dateaggregate, in violation of, nor is the Company or its Subsidiaries in default or violation under, any License, and, to the Company’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 License, except where such default or violation of such License which would not have a Company Material Adverse Effect, or prevent the consummation of the Transactions. To the Company’s Knowledge, there are no actions pending or threatened, that seek the revocation, cancellation or adverse modification of any License, except where such revocation, cancellation or adverse modification would not reasonably be expected to have a Company Material Adverse Effect or, as of the date hereof, prevent, materially delay or prevent materially impair the consummation of the Transactions. Since the Applicable Date, neither the Company nor any of its Subsidiaries has received any notice or communication of any material noncompliance or alleged material non- compliance with any Licenses that has not been cured, except as would not have a Company Material Adverse Effecttransactions contemplated by this Agreement. (c) To the Company’s Knowledge, neither the Company nor any of its Subsidiaries or any other Person associated with or acting on behalf of the Company or any of its Subsidiaries, including any director, officer, agent or employee of the Company 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). (d) To the Company’s Knowledge, neither the Company 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 Company or any of its Subsidiaries. To the Company’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 Company or any of its Subsidiaries is pending or threatened, nor has any Governmental Entity indicated an intention to conduct any such investigation or review.

Appears in 1 contract

Samples: Merger Agreement (Hydril Co)

Compliance with Laws; Licenses. (a) Since the Applicable DateMarch 31, 2021, the businesses Business has been and is being conducted in compliance in all material respects with all applicable Laws. None of each of Seller, the Company and its Vantive Group Entities or their respective Subsidiaries have not beenreceived any written communication, since March 31, 2021, alleging any material noncompliance with respect to the Vantive Group Entities or the Business with any such Laws, and are not being, conducted in violation of any Laws, except for violations that have not had and would not have a Company Material Adverse Effect or prevent the consummation of Transactions. To the Company’s Knowledge, no investigation or review by any Governmental Entity with respect regarding a material violation of any such Law is pending or, to the Company or any Knowledge of its Subsidiaries is pending or Seller, threatened, except for such investigations or reviews the outcome of which would not have a Company Material Adverse Effect, or prevent the consummation of the Transactions. (b) Each of Since March 31, 2021, the Company and its Subsidiaries Business has obtained been and is in compliance with all permitsPermits, licenses, certifications, approvals, clearances, accreditations, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity (the “Licenses”) Orders necessary to conduct its business as presently conducted and usedthe Business (“Material Permits”), except those the absence of which would not have not, individually or in the aggregate, reasonably be expected to be material to the Vantive Group Entities or the Business, in either case, taken as a Company Material Adverse Effect or prevent the consummation of the Transactionswhole. The operation of the business of the Company Each Vantive Group Entity and Seller and its Subsidiaries as presently conducted is not(in respect of the Business) has obtained and is, and since March 31, 2021, has not been since the Applicable Datebeen, in violation ofcompliance with all Material Permits in all material respects, nor is and such Material Permits are valid and in full force and effect and sufficient for the Company or its Subsidiaries in default or violation under, any License, and, to operations of the Company’s KnowledgeBusiness as currently conducted. To the Knowledge of Seller, no event has occurred whichthat, with or without notice or the lapse of time or both, would constitute a default or violation of any material terms, condition or provision of any License, except where such default or violation of such License which would not have a Company Material Adverse Effect, or prevent the consummation of the Transactions. To the Company’s Knowledge, there are no actions pending or threatened, that seek the revocation, cancellation or adverse modification of any License, except where such revocation, cancellation or adverse modification would not reasonably be expected to have a Company Material Adverse Effect result in the revocation, suspension or prevent the consummation of the Transactions. Since the Applicable Date, neither the Company nor any of its Subsidiaries has received any notice or communication limitation of any material noncompliance or alleged material non- compliance with any Licenses that has not been curedMaterial Permits, except as would not have not, individually or in the aggregate, reasonably be expected to be material to the Vantive Group Entities or the Business, in either case, taken as a Company Material Adverse Effectwhole. (c) To the Company’s KnowledgeSince March 31, neither the Company nor any of its Subsidiaries or any other Person associated with or acting on behalf 2021, none of the Company Seller, the Vantive Group Entities or any of its Subsidiariesor their respective Subsidiaries have received written or, including any directorto the Knowledge of Seller, officer, agent or employee of the Company 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 oral notice 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). (d) To the Company’s Knowledge, neither the Company 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 Company or any of its Subsidiaries. To the Company’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 by any Vantive Group Entity of any Material Permit or of any actual or possible revocation, withdrawal, rescission, suspension, cancellation, termination, refusal to renew or modification of any Material Permit. No event has occurred or, to the Company Knowledge of Seller, no circumstance exists that (with or any without the lapse of time or the giving of notice) would reasonably be expected to constitute or result in Seller’s, the Vantive Group Entities’ or its Subsidiaries is pending or threatened, nor has any Governmental Entity indicated an intention their respective Subsidiaries’ (as applicable) material violation of or material failure to conduct comply with any such investigation Material Permit, or reviewthat would reasonably be expected to result in any revocation, cancellation, rescission, suspension, loss, expiration, or termination of any such Material Permit, other than expiration of any such Material Permit in accordance with the terms thereof.

Appears in 1 contract

Samples: Equity Purchase Agreement (Baxter International Inc)

Compliance with Laws; Licenses. (a) Since the Applicable Date, the The businesses of each of the Company and its Subsidiaries have not been, and are not being, conducted in violation of any Laws, except for violations that have not had and would not have a Company Material Adverse Effect or prevent the consummation of Transactions. To the Company’s Knowledge, no investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or threatened, except for such investigations or reviews the outcome of which would not have be material to the Company and its Subsidiaries (taken as a Company Material Adverse Effect, whole) or prevent the consummation of the Transactions. To the Company’s Knowledge, no material change is required in the Company’s or any of its Subsidiaries’ processes, properties or procedures in connection with any such Laws, and the Company and its Subsidiaries have not received any notice or communication of any noncompliance with any such Laws that has not been cured, except as would not have a Material Adverse Effect. (b) Each of the Company 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 “Licenses”) necessary to conduct its business as presently conducted and used, except those the absence of which would not have be material to the Company and its Subsidiaries (taken as a Company Material Adverse Effect whole), or prevent the consummation of the Transactions. The operation of the business of the Company and its Subsidiaries as presently conducted is not, and has not been since the Applicable Date, in violation of, nor is the Company or its Subsidiaries in default or violation under, any License, and, to the Company’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 License, except where such default or violation of such License which would not have be material to the Company and its Subsidiaries (taken as a Company Material Adverse Effectwhole), or prevent the consummation of the Transactions. To There are no actions outstanding or, to the Company’s Knowledge, there are no actions pending or threatened, that seek the revocation, cancellation or adverse modification of any License, except where such revocation, cancellation or adverse modification would not reasonably be expected to have be material to the Company and its Subsidiaries (taken as a Company Material Adverse Effect whole) or prevent the consummation of the Transactions. Since the Applicable Date, neither the Company nor any of its Subsidiaries has received any notice or communication of any material noncompliance or alleged material non- compliance with any Licenses that has not been cured, except as would not have be material to the Company and its Subsidiaries (taken as a Company Material Adverse Effectwhole). (c) To the Company’s Knowledge, neither Neither the Company nor any of its Subsidiaries or Subsidiaries, nor to the Company’s Knowledge any other Person associated with or acting on behalf of the Company or any of its Subsidiaries, including any director, officer, agent or employee of the Company or any of its Subsidiaries, has 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 except as set forth in Section (10)(c) of the Company Disclosure Letter, has been or is the subject of any allegations, with respect to conduct within the scope of the foregoing clauses (i) through (iii). (d) To the Company’s Knowledge, neither Neither the Company nor any of its Subsidiaries is is, or since the Applicable Date has been, in conflict with, default under or violation of, or is being or, since the Applicable Date, has been charged by any Governmental Entity with, or to the Company’s Knowledge, investigated for, a violation of any Antitrust Law applicable to the Company or any of its Subsidiaries. To the Company’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 Company or any of its Subsidiaries is pending or threatened, nor has any Governmental Entity indicated an intention to conduct any such investigation or review.

Appears in 1 contract

Samples: Arrangement Agreement (Motorola Solutions, Inc.)

Compliance with Laws; Licenses. (a) Since the Applicable Date, the The businesses of each of the Company and its Subsidiaries each subsidiary of the Company have not been, and are not being, conducted in violation of any Lawsapplicable operating certificates, airworthiness directives (“ADs”), Federal Aviation Regulations (“FARs”) or any other rules, regulations, directives or policies of the FAA, DOT, FCC, DHS or any other Governmental Entity, except for such violations that have not had and would not have reasonably be expected to result in a Company Material Adverse Effect or prevent the consummation of TransactionsEffect. To the Company’s Knowledge, no No investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is pending or threatened, except for such investigations or reviews the outcome of which would not have a Company Material Adverse Effect, or prevent the consummation of the Transactions. (b) Each subsidiaries of the Company 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 “Licenses”) necessary to conduct its business as presently conducted and used, except those the absence of which would not have a Company Material Adverse Effect or prevent the consummation of the Transactions. The operation of the business of the Company and its Subsidiaries as presently conducted is not, and has not been since the Applicable Date, in violation of, nor is the Company or its Subsidiaries in default or violation under, any License, andpending or, to the Company’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 License, except where such default or violation of such License which would not have a Company Material Adverse Effect, or prevent the consummation Knowledge of the Transactions. To the Company’s Knowledge, there are no actions pending or threatened, that seek the revocation, cancellation or adverse modification of any License, except where such revocation, cancellation or adverse modification would not reasonably be expected to have a Company Material Adverse Effect or prevent the consummation of the Transactions. Since the Applicable Date, neither the Company nor any of its Subsidiaries has received any notice or communication of any material noncompliance or alleged material non- compliance with any Licenses that has not been cured, except as would not have a Company Material Adverse Effect. (c) To the Company’s Knowledge, neither the Company nor any of its Subsidiaries or any other Person associated with or acting on behalf of the Company or any of its Subsidiaries, including any director, officer, agent or employee of the Company 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). (d) To the Company’s Knowledge, neither the Company 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 Company or any of its Subsidiaries. To the Company’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 Company or any of its Subsidiaries is pending or threatened, nor has any Governmental Entity indicated an intention to conduct the same, except for any such investigations or reviews that would not reasonably be expected to result in a Material Adverse Effect. Each of the Company and the subsidiaries of the Company has obtained and is in compliance with all Licenses necessary to conduct its business as presently conducted (each, a “Company License”), except for any failures to have or to be in compliance with such Company Licenses which would not reasonably be expected to result in a Material Adverse Effect. (b) Each of the Company and the subsidiaries of the Company is, and since December 31, 2008, has been, in compliance with (i) its obligations under each of the material Company Licenses and (ii) any applicable material Laws and the rules and regulations of the Governmental Entity issuing such Company Licenses. There is not pending or, to the Knowledge of the Company, threatened before the FAA, DOT or any other Governmental Entity any material proceeding, notice of violation, order of forfeiture or complaint or investigation against the Company or reviewany of the subsidiaries of the Company relating to any of the material Company Licenses. The actions of the applicable Governmental Authorities granting all Company Licenses have not been reversed, stayed, enjoined, annulled or suspended, and there is not pending or, to the Knowledge of the Company, threatened any material application, petition, objection or other pleading with the FAA, DOT or any other Governmental Entity which challenges or questions the validity of or any rights of the holder under any material Company License. Neither the DOT nor FAA nor any other Governmental Entity has taken any action or proposed or, to the Knowledge of the Company, threatened to take any action, to amend, modify, suspend, revoke, terminate, cancel, or otherwise affect such Company Licenses, in each case, in a materially adverse manner.

Appears in 1 contract

Samples: Merger Agreement (Republic Airways Holdings Inc)