Compliance with Laws; No Defaults. The Company is not, in violation of any provisions of any law, regulation, judgment, injunction, order or decree binding upon or applicable to the Company, except for violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect upon the Company.
Compliance with Laws; No Defaults. (a) DTLL is not in violation of any provisions of any law or regulation or in violation of any judgment, injunction, order or decree binding upon or applicable to DTLL, except for violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on DTLL.
(b) Neither DTLL nor any officer, director or employee of DTLL has made any payment of funds of DTLL, or purchased any property with funds of DTLL, in a manner prohibited by law and no funds of DTLL or property purchased with the funds of DTLL have been set aside to be used for any payment prohibited by law. DTLL has not made, offered or agreed to offer anything of value to any government official, political party or candidate for political office (or any person that DTLL knows or has reason to know will offer anything of value to any such person) in violation of the Foreign Corrupt Practices Act of 1977, as amended.
(c) DTLL is not in default, nor has it been notified by any other party that it is in default, under any material contract, and, to the best knowledge of DTLL, no other party to any such contract is in default thereunder. DTLL has not received notice that any party to any material contract intends to cancel or terminate any such agreement.
Compliance with Laws; No Defaults. Except as would not have a Material Adverse Effect, the business and operations of Skylab has been and is being conducted in accordance with all applicable Laws and all applicable Orders of all Governmental Authorities. Except as would not have a Material Adverse Effect, Skylab is not, and is not alleged to be, in violation of, or (with or without notice or lapse of time or both) in default under, or in breach of, any term or provision of its Organizational Documents or of any indenture, loan or credit agreement, note, deed of trust, mortgage, security agreement or other material agreement, lease, license or other instrument, commitment, obligation or arrangement to which Skylab is a party or by which any of Skylab's properties, assets or rights are bound or affected. To the knowledge of Skylab, no other party to any material contract, agreement, lease, license, commitment, instrument or other obligation to which Skylab is a party is (with or without notice or lapse of time or both) in default thereunder or in breach of any term thereof. Skylab is not subject to any obligation or restriction of any kind or character, nor is there, to the knowledge of Skylab, any event or circumstance relating to Skylab that materially and adversely affects in any way its business, properties, assets or prospects or that would prevent or make burdensome its performance of or compliance with all or any part of this Agreement or the consummation of the transactions contemplated hereby or thereby.
Compliance with Laws; No Defaults. (a) The Company is not in material violation of any Applicable Laws except for violations which individually or in the aggregate would not have a Material Adverse Effect.
(b) The Company is not in default under and no condition exists that with notice or lapse of time or both would constitute a default under, (i) any Material Contract, or (ii) any judgment, order or injunction of any court, arbitrator or governmental body, agency or authority.
(c) The Company has all material governmental licenses, authorizations, permits, consents and approvals required to own, lease and operate its property and to carry on its business as now conducted.
(d) Since the date of incorporation, the Company has not engaged in any conduct that is prohibited under, or fails to comply with the requirements of any U.S. or California Law or other Applicable Law that regulates either the manufacturing, promotion or distribution of pharmaceutical or medical device products, except for any such failures that, individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect.
(e) The Company has not, and no officer, director, employee or agent of the Company, has made a fraudulent statement, including, but not limited to certification, to the FDA or any other governmental regulatory body or agent thereof, failed to disclose a material fact required to be disclosed to the FDA or any other governmental regulatory body or agent thereof, or committed an act, made a statement, or failed to make a statement that would reasonably be expected to require the FDA or any other governmental regulatory body or agent thereof, to cause the Company to withdraw any product from the marketplace, to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities” as set forth in 56 Fed. Reg. 46191 (Sept. 10, 1991), or to initiate any other legal action relating to fraud, false claims, or false statements.
(f) Neither the Company nor any of its directors, officers, or employees are debarred by the FDA or other regulatory authority.
(g) The Company has complied in all material respects with applicable security and privacy standards regarding protected health and employee information, or any Applicable Laws relating to privacy, except for any such failures to comply that, individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect.
Compliance with Laws; No Defaults. (a) Purchaser is in compliance in all material respects with all Laws of any Governmental Authority applicable to its business or operations. Purchaser has not received any written or other notice or been charged with the violation of any Laws. To the Knowledge of Purchaser, Purchaser is not under investigation with respect to the violation of any Laws and, to the Knowledge of Purchaser, there are no facts or circumstances which could form the basis for any such violation that would reasonably be expected to have a Material Adverse Effect on Purchaser. Purchaser currently has all Authorizations which are required for the operation of the Purchaser's business as presently conducted.
(b) Purchaser (i) is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of the certificate of incorporation and by-laws of Purchaser, (ii) is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) in any material respect of any term condition or provision of any Authorization or Contract to which it is a party, to which its business is subject or by which its properties or assets are bound, and to the Knowledge of Purchaser, there are no facts or circumstances which could form the basis for any such default or violation that would reasonably be expected to have a Material Adverse Effect on Purchaser, provided that this Section 4.11(b)(ii) shall not apply to any Research and Development Contracts of Purchaser, and (iii) is not, to the Knowledge of Purchaser, in material breach of, nor has it received notice of default or violation of, in any material respect of any term, condition or provision of any Research and Development Contract or that any customer under any Research and Development Contract is withholding or intends to withhold payment relating to any such Research and Development Contract.
(c) Purchaser is in compliance in all respects including all reporting obligations with the Securities Act, the Securities Exchange Act, and the Xxxxxxxx-Xxxxx Act.
Compliance with Laws; No Defaults. Except as disclosed in Schedule 4.3, each Member represents and warrants to the other Member that as of the date of this Agreement such Member and its Affiliates (i) are not in violation of any applicable law, rule, regulation, judgment, injunction order or decree except for violations that have not had and would not reasonably be expected to have a Material Adverse Effect and (ii) are not in default under, and no condition exists that with the giving of notice or the passage of time or both would constitute a default under any agreement or other instrument binding upon them, or any license, franchise, Permit or similar authorization held by them, except for defaults or potential defaults that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Compliance with Laws; No Defaults. (a) As of the date hereof, the Corporation is not in violation of, has not since December 31, 1995 violated, and to Sellers' knowledge is not under investigation with respect to or has not been threatened to be charged with or given notice of any violation of, any law, rules, ordinances or regulations, judgments, injunctions, orders or decrees binding upon or applicable to the Corporation, except for any violations set forth in Schedule 2.16(a) which would not, individually or in the aggregate, if finally determined adversely, result in a material adverse effect on the business of the Corporation.
(b) As of the date hereof, the Corporation is not in default under, and no condition exists that with notice or lapse of time or both would constitute a default under any contract or other instrument binding upon the Corporation or affecting or relating to its business or any license, authorization, permit, consent or approval held by the Corporation or affecting or relating to the Business, except as otherwise disclosed in this Agreement or in Schedules attached hereto.
Compliance with Laws; No Defaults. (a) The Company is not in violation of any Order, and to the Company’s Knowledge, any applicable provisions of any Law, applicable to the Company or any of its assets or properties, except for violations that could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(b) The Company is in possession of all, and Schedule 3.14 correctly describes each, governmental license, franchise, concession, agreement, registration, grant, authorization, consent, certificate, approval and permit (a "Permit") material to the business of the Company or necessary for the Company to carry on its business, together with the name of the Governmental Authority issuing such Permit and such Permit’s terms. Such Permits are valid and in full force and effect, no breach, default, violation, suspension or cancellation of any Permit is pending, or to the Knowledge of the Company, threatened, and none of such Permits will be terminated or impaired or become terminable as a result of the transactions contemplated hereby.
(c) The Company is not in breach of or default under, and no condition exists that with notice or lapse of time or both would constitute a breach of or default under, any Order of any Governmental Authority applicable to the Company or any of its assets or properties.
Compliance with Laws; No Defaults. (a) Except as set forth on Schedule 2.23(a), Seller is not (i) in violation of any statute, law, rule or regulation or any judgment, order, writ, injunction or decree of any court or Governmental Authority to which the Assets are or the Business is subject, or (ii) to Seller’s Knowledge, subject to any claim asserted by any Governmental Authority that the Assets are or the Business is in violation of any legal requirement.
(b) As of the date hereof, Seller is not in default under, and no condition exists that with notice or lapse of time or both would constitute a default under, any material contract or other instrument binding upon Seller or affecting or relating to the Assets or the Business or any Permit held by Seller or affecting or relating to the Assets or the Business, except as otherwise disclosed in Schedules 2.23(b).
Compliance with Laws; No Defaults. (a) Neither the Company nor any Subsidiary is in violation of, or has violated, any applicable provisions of any laws, statutes, ordinances or regulations, except for violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(b) Schedule 3.13 correctly describes each license and permit (a “Permit”) material to the business of the Company, together with the name of the governmental agency or entity issuing such license or permit. Such licenses and permits are valid and in full force and effect, and none of such licenses or permits will be terminated or impaired or become terminable as a result of the transactions contemplated hereby.
(c) Neither the Company nor any Subsidiary is in default under, and no condition exists that with notice or lapse of time or both would constitute a default under, any judgment, order or injunction of any court, arbitrator or governmental body, agency, official or authority, which defaults or potential defaults individually or in the aggregate would reasonably be expected to have a Material Adverse Effect.
