Compliance with Laws; No Default. (a) Neither the Company nor any Subsidiary is in default under or in violation of any order of any court, governmental authority or arbitration board or tribunal to which the Company or such Subsidiary is or was subject or in violation of any laws, ordinances, governmental rules or regulations (including, but not limited to, those relating to export controls, labor and employment matters and foreign corrupt practices) to which the Company or any Subsidiary is or was subject, except for such defaults or violations that, in the aggregate, would not have a Material Adverse Effect on the Company. Neither the Company nor any Subsidiary has failed to obtain any licenses, permits, franchises or other governmental authorizations necessary to the ownership of its properties or to the conduct of its business (the "Company Permits"), which failure would have a Material Adverse Effect on the Company, and, after giving effect to the transactions contemplated hereby, all such licenses, permits, franchises and other governmental authorizations will continue to be valid and in full force and effect. Except as publicly disclosed by the Company in the Company SEC Filings, the Company and each of its subsidiaries are in compliance with the terms of the Company Permits, except where the failure so to comply would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Except as publicly disclosed by the Company in the Company SEC Filings, the businesses of the Company and each of its subsidiaries are not being conducted in violation of any law, ordinance, rule or regulation of any governmental entity, except for violations or possible violations which do not, and in the future will not, individually or in the aggregate, have a Material Adverse Effect on the Company. Except as publicly disclosed by the Company in the Company SEC Filings, 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, to the knowledge of the Company, has any governmental entity indicated an intention to conduct the same, other than, in each case, those which will not, individually or in the aggregate, have a Material Adverse Effect on the Company.
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Samples: Agreement and Plan of Merger (Computer Sciences Corp), Agreement and Plan of Merger (Policy Management Systems Corp), Agreement and Plan of Merger (Computer Sciences Corp)
Compliance with Laws; No Default. (a) Neither the Company nor any Subsidiary of its Subsidiaries is in default under or in material violation of (i) any order of any court, governmental authority Governmental Entity or arbitration board or tribunal to which the Company or such Subsidiary is or was subject or in violation of (ii) any laws, ordinances, governmental rules or regulations Applicable Law (including, but not limited to, those relating to export controls, labor and employment matters and foreign corrupt practices) to which the ). The Company or any Subsidiary is or was subjectand each of its Subsidiaries holds all material permits, except for such defaults or violations that, in the aggregate, would not have a Material Adverse Effect on the Company. Neither the Company nor any Subsidiary has failed to obtain any licenses, permitscertificates, approvals, franchises or other governmental authorizations (the "Permits") necessary to the ownership of its properties or to the conduct of its business as presently conducted and at each location where such business is being conducted, except that no representation or warranty is made in this Section 2.10(a) with respect to Environmental Permits (the "Company Permits"as defined in Section 2.14 below). Except as set forth on Schedule 2.10(a), which failure would have a Material Adverse Effect on the Company, and, after giving effect to the transactions contemplated hereby, (i) all such licenses, permits, franchises and other governmental authorizations will continue to be valid and Permits are in full force and effect. Except as publicly disclosed effect and are validly held by the Company in or a Subsidiary of the Company SEC FilingsCompany, (ii) the Company and each of its subsidiaries Subsidiaries are in material compliance with the terms of such Permits and neither the Company Permits, except where the failure so to comply would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Except as publicly disclosed by the Company in the Company SEC Filings, the businesses of the Company and each of its subsidiaries are not being conducted in violation of any law, ordinance, rule or regulation of any governmental entity, except for violations or possible violations which do not, and in the future will not, individually or in the aggregate, have a Material Adverse Effect on the Company. Except as publicly disclosed by the Company in the Company SEC Filings, no investigation or review by any governmental entity with respect to the Company or nor any of its subsidiaries Subsidiaries, has engaged in any activity that would cause or permit the revocation of or suspension of any such Permit, (iii) no action or proceeding that could result in the revocation or suspension of any such Permit is pending or, to the knowledge of the Company, threatenedthreatened by any Governmental Entity, nor(iv) there are no existing defaults or events of default or event or state of facts that with the lapse of time or notice or both would constitute a default by the Company or any of its Subsidiaries under any such Permit, to (v) the Company has no knowledge of any claimed or purported or alleged defaults or state of facts that with the Company, has lapse of time or notice or both would constitute a default on the part of any governmental entity indicated an intention to conduct the same, other than, in each case, those which will not, individually or party in the aggregateperformance of any obligation to be performed or paid by any other party under any such Permit, have (vi) none of such Permits will be subject to any suspension, modification, revocation or nonrenewal as a Material Adverse Effect result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, and (vii) neither the Company nor any of its Subsidiaries has received any warning, notice, notice of violation or probable violation, statement of deficiencies, notice of revocation, or other written communication from or on behalf of any Governmental Entity that remains unresolved or which has resulted in any restriction on the Companypermissible operations of the Company or any of its Subsidiaries, alleging (A) any violation of any such Permit or of any Applicable Law or (B) that the Company or any of its Subsidiaries requires any Permit for the operation of their respective business, as such businesses are currently being conducted, that is not currently held by the Company or such Subsidiary.
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Samples: Agreement and Plan of Merger (Computer Sciences Corp)
Compliance with Laws; No Default. (a) Neither Each of the Company nor any Subsidiary is in default under or in violation of any order of any courtDyn International Companies holds all permits, governmental authority or arbitration board or tribunal to which the Company or such Subsidiary is or was subject or in violation of any laws, ordinances, governmental rules or regulations (including, but not limited to, those relating to export controls, labor and employment matters and foreign corrupt practices) to which the Company or any Subsidiary is or was subject, except for such defaults or violations that, in the aggregate, would not have a Material Adverse Effect on the Company. Neither the Company nor any Subsidiary has failed to obtain any licenses, permitscertificates, approvals, franchises or other governmental authorizations necessary in the United States to the ownership of its properties or to the conduct of its business (as presently conducted and at each location in the "Company Permits")United States where such business is being conducted, which failure would have a Material Adverse Effect on the Companyother than such permits, and, after giving effect to the transactions contemplated hereby, all such licenses, permitscertificates, approvals, franchises and or other governmental authorizations will continue to be valid and in full force and effect. Except as publicly disclosed by the Company in the Company SEC Filings, the Company and each of its subsidiaries are in compliance with the terms of the Company Permits, except where which the failure so to comply hold would not, individually or in the aggregate, have result in a Company Material Adverse Effect on (the Company. Except as publicly disclosed by the Company in the Company SEC Filings, the businesses of the Company and each of its subsidiaries are not being conducted in violation of any law, ordinance, rule or regulation of any governmental entity"Permits"), except for violations that no representation or possible violations which do not, and warranty is made in the future will not, individually this Section 2.8 with respect to Environmental Permits (as defined in Section 2.12 below) or in the aggregate, have a Material Adverse Effect on the Company. Except as publicly disclosed by the Company in the Company SEC Filings, no investigation or review by any governmental entity with respect to the Company matters set forth in Sections 2.1, 2.2 or 2.20. Except as set forth on Schedule 2.8(a), (i) all such Permits are in full force and effect and are validly held by a Dyn International Company, (ii) the Dyn International Companies are in material compliance with the terms of such Permits and the Dyn International Companies have not engaged in any activity that would cause or permit the revocation of its subsidiaries is pending oror suspension of any such Permit, to the knowledge (iii) none of the CompanyDyn International Companies has received any written warning or notice from or on behalf of any Governmental Entity that remains unresolved regarding any default by the Dyn International Companies or the revocation or suspension of any such Permit, threatened(iv) none of such Permits will be subject to any suspension, normodification, to the knowledge revocation or nonrenewal as a result of the Companyexecution and delivery of this Agreement or the Ancillary Agreements by CSC and the Seller or the consummation by CSC and the Seller of the transactions contemplated hereby and thereby. Except as set forth in Schedule 2.8(a), has any governmental entity indicated an intention to conduct none of the same, other than, Dyn International Companies is in each case, those which will not, individually material default under or in material violation of (i) any order of any Governmental Entity or arbitration board or tribunal or (ii) any Law, including the aggregateForeign Corrupt Practices Act of 1977, have a Material Adverse Effect on the Companyas amended.
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Compliance with Laws; No Default. (a) Neither Each of the Company nor any Subsidiary is in default under or in violation of any order of any courtDyn International Companies holds all permits, governmental authority or arbitration board or tribunal to which the Company or such Subsidiary is or was subject or in violation of any laws, ordinances, governmental rules or regulations (including, but not limited to, those relating to export controls, labor and employment matters and foreign corrupt practices) to which the Company or any Subsidiary is or was subject, except for such defaults or violations that, in the aggregate, would not have a Material Adverse Effect on the Company. Neither the Company nor any Subsidiary has failed to obtain any licenses, permitscertificates, approvals, franchises or other governmental authorizations necessary in the United States to the ownership of its properties or to the conduct of its business (as presently conducted and at each location in the "Company Permits")United States where such business is being conducted, which failure would have a Material Adverse Effect on the Companyother than such permits, and, after giving effect to the transactions contemplated hereby, all such licenses, permitscertificates, approvals, franchises and or other governmental authorizations will continue to be valid and in full force and effect. Except as publicly disclosed by the Company in the Company SEC Filings, the Company and each of its subsidiaries are in compliance with the terms of the Company Permits, except where which the failure so to comply hold would not, individually or in the aggregate, have result in a Company Material Adverse Effect on (the Company. Except as publicly disclosed by the Company in the Company SEC Filings, the businesses of the Company and each of its subsidiaries are not being conducted in violation of any law, ordinance, rule or regulation of any governmental entity“Permits”), except for violations that no representation or possible violations which do not, and warranty is made in the future will not, individually this Section 2.8 with respect to Environmental Permits (as defined in Section 2.12 below) or in the aggregate, have a Material Adverse Effect on the Company. Except as publicly disclosed by the Company in the Company SEC Filings, no investigation or review by any governmental entity with respect to the Company matters set forth in Sections 2.1, 2.2 or 2.20. Except as set forth on Schedule 2.8(a), (i) all such Permits are in full force and effect and are validly held by a Dyn International Company, (ii) the Dyn International Companies are in material compliance with the terms of such Permits and the Dyn International Companies have not engaged in any activity that would cause or permit the revocation of its subsidiaries is pending oror suspension of any such Permit, to the knowledge (iii) none of the CompanyDyn International Companies has received any written warning or notice from or on behalf of any Governmental Entity that remains unresolved regarding any default by the Dyn International Companies or the revocation or suspension of any such Permit, threatened(iv) none of such Permits will be subject to any suspension, normodification, to the knowledge revocation or nonrenewal as a result of the Companyexecution and delivery of this Agreement or the Ancillary Agreements by CSC and the Seller or the consummation by CSC and the Seller of the transactions contemplated hereby and thereby. Except as set forth in Schedule 2.8(a) ), has any governmental entity indicated an intention to conduct none of the same, other than, Dyn International Companies is in each case, those which will not, individually material default under or in material violation of (i) any order of any Governmental Entity or arbitration board or tribunal or (ii) any Law, including the aggregateForeign Corrupt Practices Act of 1977, have a Material Adverse Effect on the Companyas amended.
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