Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Seller Business Group is, and since August 31, 2018 has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orally. (b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing. (c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect. (d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole: (i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products. (ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired Companies. (e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18).
Appears in 2 contracts
Samples: Share Purchase Agreement (Amerisourcebergen Corp), Share Purchase Agreement (Walgreens Boots Alliance, Inc.)
Compliance with Laws; Permits. (a) Except Other than as would not reasonably be expected to be material to set forth on Section 6.10(a) of the Seller Business Group or Company Disclosure Schedule, the BusinessCompany, taken as a whole, (i) the Seller Business Group isits Subsidiaries, and since August 31, 2018 has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as each of the date hereofCompany’s and its Subsidiaries’ officers, pending or threatened in writing or, to Seller’s Knowledge, threatened orally.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities directors and employees are, and since August 31January 1, 2018 2019 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits Laws, including the Controlled Substances Act and applicable Laws and Orders and manufacturer requirements. As of the date hereofFood, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders)Drug & Cosmetic Act, except as would not reasonably be expected to be material to the Business Company and its Subsidiaries, taken as a whole. Since January 1, 2019, (i) none of the Company or any of its Subsidiaries has been subjected to, or received any notification from, any Governmental Authority of a violation of any applicable Law, including the Acquired CompaniesControlled Substances Act, or, to the Company’s knowledge, been subject to any investigation by a Governmental Authority for actual or alleged violation of any applicable Law, (ii) to the knowledge of the Company, no claims have been filed against the Company or any of its Subsidiaries with any Governmental Authority alleging any material failure by the Company or any of its Subsidiaries to comply with any Law to which it is subject, and (iii) none of the Company nor any of its Subsidiaries has made a voluntary, directed, or involuntary disclosure to any Governmental Authority regarding any alleged act or omission arising under or relating to any material noncompliance with any Law.
(eb) None The Company and each of its Subsidiaries has all Permits that are required to own, lease or operate its properties and assets and to conduct its business as currently conducted and as proposed to be conducted (the “Company Permits”), except where the failure to have such Company Permits would not be material to the Company and its Subsidiaries, taken as a whole. As of the representations date hereof, (i) each Company Permit is in full force and warranties contained effect in this accordance with its terms, (ii) no outstanding notice of revocation, cancellation or termination of any Company Permit has been received by the Company or any of its Subsidiaries, (iii) there are no Actions pending or, to the knowledge of the Company, threatened that seek the revocation, suspension, withdrawal, adverse modification, cancellation or termination of any Company Permit, (iv) each of the Company and each of its Subsidiaries is, and has been since January 1, 2019, in compliance with all material Company Permits applicable to the Company or such Subsidiary and no condition exists that with notice or lapse of time or both would constitute a default under such Company Permits, in each case, except as would not be material to the Company and its Subsidiaries, taken as a whole. The consummation of the Transactions will not cause the revocation, modification or cancellation of any Company Permits, except for any such revocation, modification or cancellation that would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. Section 3.10 shall be deemed 6.10(b) of the Company Disclosure Schedule contains a complete list of all material Company Permits.
(c) The Company and each of its Subsidiaries has implemented, maintains, and complies in all material respects with internal compliance programs designed to relate detect and prevent violations of any applicable Laws specific to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment cannabis and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18)hemp industries.
Appears in 2 contracts
Samples: Merger Agreement (Highland Transcend Partners I Corp.), Merger Agreement (Highland Transcend Partners I Corp.)
Compliance with Laws; Permits. (a) Except as has not been, and would not reasonably be expected to be be, material to the Seller Business Group or the BusinessParent and its Subsidiaries, taken as a whole, (i) the Seller Business Group isParent and each of its Subsidiaries are, and since August 31January 1, 2018 has 2022 have been, in compliance in all respects with all Applicable Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received neither Parent nor any written orof its Subsidiaries nor any of their respective assets is, to Seller’s Knowledgethe Knowledge of the Company, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business under investigation with respect to any such Law or Order applicable has been threatened to the Business and (iii) no investigation by be charged with or given notice of, nor has any Governmental Body regarding a Authority notified Parent or any of its Subsidiaries in writing of its intent to conduct an investigation of, any violation of any Applicable Law, except for such Law investigations or Order applicable charges which has not been, and would not reasonably be expected to the Business isbe, material to Parent and its Subsidiaries, taken as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orallya whole.
(b) Except as has not been, and would not reasonably be expected to be be, individually or in the aggregate, material to the Seller Business Group or the BusinessParent and its Subsidiaries, taken as a whole, since January 1, 2022 (i) the Principal JV Entities areParent and its Subsidiaries are in possession of, and since August 31, 2018 have been, in compliance in with, all respects with all Laws Permits necessary for those entities for the ownership and Orders applicable operation of their respective businesses as now being conducted, under and pursuant to the Principal JV Entities. Applicable Laws, (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any all such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and (iii) no suspension, cancellation, withdrawal or revocation thereof is pending or threatened.
(c) Parent and its directors, officers and each of its Subsidiaries, and, to the Seller Business Group isKnowledge of Parent, the directors and officers of each such Subsidiary and the respective employees, consultants and agents of Parent and its Subsidiaries (in each case, to the extent acting for or on behalf of Parent or any of its Subsidiaries), are and for the past five years have been in compliance with Anti-Corruption Laws in all material respects and have not (i) used any corporate funds for unlawful contributions, gifts, entertainment or other expenses related to political activity; (ii) made any unlawful payments to any government officials; or (iii) otherwise made any unlawful bribe, rebate, payoff, influence payment, kickback or similar payment in violation of any applicable Anti-Corruption Law. Parent and each of its Subsidiaries have adopted, maintained, and has been since August 31, 2018, in adhered to compliance in policies and procedures and a system of internal controls reasonably designed to ensure compliance with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse EffectAnti-Corruption Laws.
(d) Except as would not reasonably be expected to be material None of Parent, its directors, officers or any of its Subsidiaries, or, to the Seller Business Group Knowledge of Parent, the directors or officers of any such Subsidiary or the Businessrespective employees, taken as a whole:
consultants and agents of Parent or its Subsidiaries (in each case, to the extent acting for or on behalf of Parent or any of its Subsidiaries): is or has been for the past five years (i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
a Sanctioned Person; (ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, transacted business with or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, for the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution benefit of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled Sanctioned Person or misbranded otherwise violated Sanctions; or (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired Companiesiii) violated any Ex-Im Law.
(e) None Neither Parent nor any of its Subsidiaries has been for the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being past five years the subject of Section 3.13)any allegation or enforcement proceeding, data privacy matters (such matters being nor to the subject Knowledge of Section 3.14)Parent, employee benefits matters (such matters being the subject any inquiry or investigation, regarding any possible violation of Section 3.15)applicable Anti-Corruption Laws, employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) Ex-Im Laws or environmental matters (such matters being the subject of Section 3.18)Sanctions.
Appears in 2 contracts
Samples: Merger Agreement (PGT Innovations, Inc.), Merger Agreement (Masonite International Corp)
Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Seller Business Group isThe Company and its Subsidiaries are, and since August 31January 1, 2018 has 2006 have been, in compliance with and are not in default under or in violation of, and have not received any written or oral notices of any pending violation with respect to, any and all respects with all material Laws and Orders applicable to the Seller Business Group Company and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orallyits Subsidiaries.
(b) Except as would not reasonably be expected to be material to The Company and each of its Subsidiaries has in effect all approvals, authorizations, certificates, filings, franchises, licenses (including the Seller Business Group Liquor Licenses), notices and permits of or the Business, taken as a whole, (i) the Principal JV Entities arewith all Governmental Entities, and since August 31third persons (collectively, 2018 have been“Permits”) necessary for it to own, in compliance in lease or operate its properties and other assets and to carry on its business and operations as currently conducted and all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permitseffect, except where the failure to obtain any possess all such Permit or to be valid Permits has not, and in full force and effect or to be in compliance therewith would not reasonably be expected to to, result in a Material Adverse Effect. Since January 1, 2004, except in each case which has been cured, there has occurred no default under, or violation, of, any such Permit and none of the Company or any of its Subsidiaries has received written notice that such Permit will not be material to renewed. The consummation of the Seller Business Group transactions contemplated in this Agreement (including the Offer or the Business. Since August 31Merger) will not affect the validity or cause the revocation, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary modification or not renew cancellation of any material Permit, except such Permit other than as would not reasonably be expected to have a Business Material Adverse Effect.
(dc) Except as would not reasonably be expected The Company and each of its Subsidiaries have made, on a timely and accurate basis, all filings with all Governmental Entities and obtained all registrations and authorizations required for the offer and sale of franchises in all states and provinces in the United States, where it offers or has offered or sold franchises, including all amendment and renewal filings, and the Uniform Franchise Offering Circulars and any other franchise disclosure document (“UFOCs”) used in connection with the offer and sale of franchises for the brands comply in all material respects with the requirements of applicable Laws, rules and regulations applicable to be material to their use at the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such productstimes used.
(iid) Since August 31Section 3.10(d) of the Company Disclosure Schedule sets forth a complete and accurate list of each United States jurisdiction in which the Company and its Subsidiaries since January 1, 20182004, have been, and are currently, registered or authorized to offer and sell franchises and jurisdictions in which the Company sold a franchise since January 1, 2004.
(e) Section 3.10(e) of the Company Disclosure Schedule sets forth a complete and accurate list of all Products Manufactured liquor licenses (including wine and beer licenses) held or used by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands the Company and any derivations thereof of its Subsidiaries (collectively, the “Business Manufactured ProductsLiquor Licenses”)) in connection with the operation of each restaurant operated by the Company or any of its Subsidiaries, along with the name and address of each such restaurant, and the expiration date of each such Liquor License. To the extent required by applicable Law, each restaurant currently operated by the Company or any of its Subsidiaries possesses a valid Liquor License. Each of the Liquor Licenses has been validly issued, and any subsequent changes in fact (other than the execution of this Agreement by the Company and, as of the Appointment Time, the payment for shares tendered in the Offer) affecting such licenses that were required by Law to be reported to the applicable alcoholic beverage licensing authorities, have been Manufactured so reported. Each Liquor License is in full force and sold in compliance in all material respects with all applicable Permits effect and applicable Laws and Orders and manufacturer requirements. As is adequate for the current conduct of the date hereofoperations at the restaurant for which it is used. Except as set forth on Section 3.10(e) of the Company Disclosure Schedule, no Governmental Body neither the Company nor any of its Subsidiaries has initiated or commenced received any currently pending, written notice of any pending or threatened in writing ormodification, suspension or cancellation of a Liquor License or any proceeding related thereto. Except as set forth on Section 3.10(e) of the Company Disclosure Schedule, there are no pending disciplinary actions or past disciplinary actions or any other actions relating to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as Liquor License that would not reasonably be expected to be have any material to the Business and adverse impact on any restaurant or the Acquired Companiesability to maintain or renew any Liquor License.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18).
Appears in 2 contracts
Samples: Merger Agreement (Darden Restaurants Inc), Merger Agreement (Rare Hospitality International Inc)
Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be material to set forth in Section 4.10(a) of the Seller Business Group or Disclosure Schedule, ARCap, the Business, taken as a whole, (i) the Seller Business Group isFund Entities and their respective Subsidiaries are, and since August 31January 1, 2018 has been2003, have been in material compliance with, and have conducted their business in all material respects with so as to comply with, all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orallytheir respective businesses.
(b) Except as would not reasonably be expected to be material to the Seller Business Group No event has occurred or the Businesscircumstance exists that (with or without notice or lapse of time, taken as a whole, (ior both) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect may give rise to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation obligation on the part of any such Law of ARCap, the Fund Entities or Order applicable any of their respective Subsidiaries to a Principal JV Entity isundertake, as or to bear all or any portion of the date hereofcost of, pending or threatened in writingany material remedial action of any nature.
(c) All Permits required for Neither ARCap, the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member Fund Entities nor any of their respective Subsidiaries has received, at any time since January 1, 2003, any notice or other communication (and following the Restructuring will be held by an Acquired Companywhether oral or written) and are valid and in full force and effect and the Seller Business Group isfrom any Governmental Authority or any other Person regarding (i) any actual or alleged material violation of, and has been since August 31, 2018, in compliance in with all such Permits, except where the or material failure to obtain comply with any such Permit Law, or (ii) any actual or alleged obligation on the part of ARCap, the Fund Entities and their respective Subsidiaries to undertake, or to be valid and bear all or any portion of the cost of, any remedial action of any nature, which in full force and effect or to be each case has not been satisfied in compliance therewith would not reasonably be expected to be all material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effectrespects.
(d) Section 4.10(d) of the Disclosure Schedule contains a complete and accurate list of each Permit that is held by ARCap, the Fund Entities or any of their respective Subsidiaries. Except as would not reasonably be expected to be set forth in Section 4.10(d) of the Disclosure Schedule, ARCap, the Fund Entities and their respective Subsidiaries have obtained all material Permits that are necessary to the Seller Business Group or conduct of their respective businesses as presently being conducted. All material Permits are in full force and effect. Except as set forth in Section 4.10(d) of the Business, taken as a wholeDisclosure Schedule:
(i) There are no actions threatened each of ARCap, the Fund Entities and their respective Subsidiaries is, and at all times since January 1, 2003 has been, in writing or, material compliance with all of the terms and requirements of each Permit identified or required to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny be identified in Section 4.10(d) of the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.Disclosure Schedule;
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Memberno event has occurred or circumstance exists that may (with or without notice or lapse of time, or sold by both) (A) constitute or result directly or indirectly in a Seller Business Group Member ormaterial violation of or a material failure to comply with any term or requirement of any Permit listed or required to be listed in Section 4.10(d) of the Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation, or termination of, or any modification to, any material Permit listed or required to Seller’s Knowledgebe listed in Section 4.10(d) of the Disclosure Schedule;
(iii) none of ARCap, sold the Fund Entities or Manufactured by any of their respective Subsidiaries has received, at any time since January 1, 2003, any notice or other communication (whether oral or written) from any Governmental Authority or any other Person on behalf regarding (A) any actual or alleged material violation of a Seller Business Group Memberor material failure to comply with any term or requirement of any Permit, including or (B) any actual, proposed possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any material Permit, which in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have has not been Manufactured and sold in compliance satisfied in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired Companies.respects; and
(eiv) None all applications required to have been filed for the renewal of all material Permits have been duly filed on a timely basis with the representations appropriate Governmental Authority, and warranties contained in this Section 3.10 shall be deemed all other filings required to relate have been made with respect to any intellectual property matters (such matters being material Permit have been duly made on a timely basis with the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18)appropriate Governmental Authority.
Appears in 2 contracts
Samples: Securities Purchase Agreement (American Mortgage Acceptance Co), Securities Purchase Agreement (Chartermac)
Compliance with Laws; Permits. (a) Sellers are in compliance, in all material respects, with all Laws applicable to the E-Commerce Business. Except as would not reasonably be expected related to be material or as a result of the filing or pendency of the Bankruptcy Cases, to the Seller Business Group or the BusinessKnowledge of Sellers, taken as a wholesince January 1, 2019, (i) none of the Seller Business Group is, and since August 31, 2018 has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member Sellers has received any written notice of, or been charged with, the material violation of any Laws, and (ii) no event has occurred or circumstance exists that (with or without notice, passage of time, or both) would constitute or result in a failure by any Seller or its Subsidiaries to comply, in any material respect, with any applicable Law that would have a Material Adverse Effect. Except as related to or as a result of the filing or pendency of the Bankruptcy Cases, no investigation, review or Litigation by any Governmental Authority in relation to any actual or alleged material violation of Law by any Seller or its Subsidiaries is pending or, to Seller’s Knowledgethe Knowledge of the Sellers, oral notice from any Governmental Body alleging any noncompliance by threatened, nor has any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orally.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has its Subsidiaries received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect Authority indicating an intention to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of conduct the date hereof, pending or threatened in writingsame.
(cb) All To the Knowledge of Sellers, all Permits required for the any Seller Business Group and its Subsidiaries to conduct the E-Commerce Business as currently conducted by Sellers have been obtained by a any Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) its Subsidiaries and are valid and in full force and effect and the Seller Business Group iseffect. No event has occurred that, and has been since August 31with or without notice, 2018passage of time, in compliance in with all such Permitsor both, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to result in the Seller Business Group revocation, cancellation, modification, suspension, lapse, limitation, or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew non-renewal of any material Permit, except as Permit that would not reasonably be expected to have a Business Material Adverse Effect.
(dc) Except as would not reasonably be expected to be material Each Seller, its Subsidiaries, their respective directors, officers, and employees, and to the Seller Business Group or the BusinessKnowledge of Sellers, taken as a whole:
each Seller’s and its Subsidiaries’ agents and representatives are and have, since January 1, 2017 been in compliance with (i) U.S. and any applicable foreign economic sanctions Laws and regulations, including economic sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), and (ii) all U.S. and applicable foreign Laws and regulations relating to import and export controls (collectively, “Trade Controls”). None of the Sellers, their Subsidiaries, their respective officers, directors, agents, employees, or any third party acting on their behalf (A) is or has been designated on any sanctions-related list of restricted or blocked persons, including OFAC’s list of “Specially Designated Nationals and Blocked Persons”, (B) is located in, organized under the Laws of, or resident in any country or territory that is itself the subject of any economic or financial sanctions by any Governmental Authority, or (C) owned or controlled by any Person or Persons described in clause (A) or (B). There have been no claims, complaints, charges, investigations, voluntary disclosures, or Litigations under Trade Controls involving any Seller or its Subsidiaries, and to the Knowledge of the Sellers, there are no actions pending or threatened claims or investigations involving suspect or confirmed violations thereof.
(d) No Seller nor any of their respective Subsidiaries, nor any of their respective directors, officers, employees, or agents, nor any third parties acting on their behalf, is and since January 1, 2017 has been engaged, directly or indirectly, in writing any activity in violation of (i) the Foreign Corrupt Practices Act of 1977, as amended, (ii) any other applicable Law of a Governmental Authority of similar effect or that relates to bribery or corruption (collectively “Anti-Bribery Laws”), or (iii) any applicable money laundering Laws. Since January 1, 2017, each Seller and its Subsidiaries have conducted the Business in compliance with all applicable Anti-Bribery Laws and money laundering Laws and has instituted and maintains policies, controls and procedures and an internal accounting system reasonably designed to ensure, and which are reasonably expected by each Seller and its Subsidiaries to continue to ensure continued compliance therewith and that violations of applicable Anti-Bribery Laws and money laundering Laws will be prevented, detected and deterred. Since January 1, 2017, each Seller and its Subsidiaries have not been the subject of or involved in any Litigations or, to the Knowledge of the Sellers, threatened Litigations, relating to compliance with Anti-Bribery Laws or money laundering Laws, and there have been no allegations (internal or external) against any Seller or its Subsidiaries, including its directors, officers, employees, agents or third parties acting on any Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny its Subsidiaries’ behalf regarding non-compliance with the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such productsforegoing.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired Companies.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18).
Appears in 2 contracts
Samples: Asset Purchase Agreement (RTW Retailwinds, Inc.), Asset Purchase Agreement (RTW Retailwinds, Inc.)
Compliance with Laws; Permits. Assuming the accuracy of the representations made by Interiors pursuant to Section 3 hereof, the offer and sale of the Subject Shares to Interiors will be in compliance with all applicable federal and state securities laws. CSL has not violated or failed to comply with any statute, law, ordinance, rule, regulation or policy of any Governmental Authority (acollectively, "Laws") Except to which it or any of its properties or assets is subject, except where non-compliance with any such Laws would not, individually or in the aggregate, have a Material Adverse Effect. CSL has all permits, licenses, orders, certificates, authorizations and approvals of any Governmental Authority (collectively, the "Permits") that are required for the conduct of its business as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Seller Business Group ispresently conducted; all such Permits are, and since August 31, 2018 has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereofClosing will be, pending or threatened in writing or, to Seller’s Knowledge, threatened orally.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group is, and has effect; no violations or notices of failure to comply have been since August 31, 2018, issued or recorded in compliance in with all respect of any such Permits; and CSL has no knowledge of any reason why such Permits may be revoked or suspended, except in each case, where not compliance with this sentence would not, individually or in the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31aggregate, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) . Except as where non-compliance with the following would not reasonably be expected not, individually or in the aggregate, have a Material Adverse Effect, all applications, reports, notices and other documents required to be material to the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, filed by any CSL with all Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), Authorities have been Manufactured timely filed and sold in compliance are complete and correct in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of as filed or as amended prior to the date hereof. With respect to any required Permits, applications for which are either pending or contemplated to be made pursuant to the business strategy of CSL, CSL knows of no reason why such Permits should not be approved and granted by the appropriate Governmental Body Authority. Neither CSL nor, to the best knowledge of CSL, any of its officers, employees or agents has initiated made any illegal or commenced any currently pendingimproper payments to, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate provided any illegal or commenceimproper inducement for, any governmental official or other Person in an attempt to influence any such Person to take or to refrain from taking any action relating to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired CompaniesCSL.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Interiors Inc), Stock Purchase Agreement (CSL Lighting Manufacturing Inc)
Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) The businesses of the Seller Business Group isCompany and each of its Subsidiaries have been (since December 31, 1999), and since August 31are being, 2018 has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orally.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold conducted in compliance in all material respects with all applicable Permits federal, state, local or non-U.S. laws, statutes, ordinances, rules, regulations (including, without limitation, the rules of any applicable self-regulatory organization recognized by the SEC), rulings, written interpretations, judgments, orders, injunctions, decrees, arbitration awards, agency requirements, licenses or permits of any Governmental Entity of competent jurisdiction, including all regulations regulating the business and products of insurance and all applicable orders and directives of insurance regulatory authorities (including federal authorities with respect to variable insurance and annuity products) and orders resulting from market conduct examinations of insurance regulatory authorities (including federal authorities with respect to variable insurance and annuity products) (collectively, "LAWS"). Except as set forth in the Company Reports filed prior to the date hereof and for regulatory examinations or reviews conducted in the ordinary course, no material investigation or review by any Governmental Entity with respect to the Company or any of its Subsidiaries is as of the date hereof pending or, to the Knowledge of the Company, threatened.
(ii) No material change is required in the Company's or any of its Subsidiaries' processes, properties, practices or procedures in connection with any such Laws, and the Company has not received any written notice or communication of any material noncompliance with any such Laws and Orders and manufacturer requirements. As that has not been cured as of the date hereof. Notwithstanding the generality of the foregoing, no the Company and each of its Subsidiaries have in place policies and procedures with respect to themselves and their insurance agents, third-party administrators, brokers, broker/dealers, distributors and agents intended to assure that their sales processes and practices are consistent in all material respects with applicable Law governing such practices and processes, and, where there has been any material deviation therefrom, such deviation has been cured, resolved or settled through agreements with applicable Governmental Body has initiated Entities or commenced any currently pending, are barred by all applicable statutes of limitations or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Productother equitable principles. To Seller’s Knowledgethe Knowledge of the Company, no Business Manufactured Product is adulteratedall employees of the Company and its Subsidiaries with management responsibility with respect to any business line, mislabeled and all officers and directors thereof required to be registered with or misbranded (or similar terms licensed under applicable Laws Laws, are so licensed and Orders), except as would not reasonably be expected to be material to in good standing with the Business or the Acquired Companiesapplicable Governmental Entity.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18).
Appears in 2 contracts
Samples: Subscription Agreement (Arch Capital Group LTD), Subscription Agreement (Arch Capital Group LTD)
Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Seller Business Group isThe Parent Companies are in, and at all times since August 31January 1, 2018 has been2014, in have been in, compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received them or by which any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member of their assets or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orally.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and properties are valid and in full force and effect and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permitsbound, except where for such violations or noncompliance that, individually or in the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31aggregate, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Parent Material Adverse Effect and excluding instances where a Parent Company may operate inconsistent with its rulebook in potential violation of Section 19(g) of the Exchange Act where it is not reasonably expected to result in a disciplinary action by the SEC. None of the Parent Companies has received any written communication during the past two years from a Governmental Entity that alleges that any Parent Company is not in compliance with any Law in any material respect.
(b) Except as, individually or in the aggregate, would not reasonably be expected to have a Parent Material Adverse Effect, the Parent Companies and their respective Affiliates, directors, officers and employees are in, and at all times since January 1, 2014, have been in compliance with the Fraud and Bribery Laws, and none of the Parent Companies nor, to the knowledge of Parent, any of their respective Affiliates, directors, officers, employees, agents or other representatives acting on any Parent Company’s behalf have directly or indirectly, in each case, in violation of the Fraud and Bribery Laws: (i) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) offered, promised, paid or delivered any fee, commission or other sum of money or item of value, however characterized, to any finder, agent or other party acting on behalf of or under the auspices of a governmental or political employee or official or governmental or political entity, political agency, department, enterprise or instrumentality, in the United States or any other country, (iii) made any payment to any customer or supplier, or to any officer, director, partner, employee or agent of any such customer or supplier, for the unlawful sharing of fees to any such customer or supplier or any such officer, director, partner, employee or agent for the unlawful rebating of charges, (iv) engaged in any other unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful consideration to any such customer or supplier or any such officer, director, partner, employee or agent or (v) taken any action or made any omission in violation of any applicable Law governing imports into or exports from the United States or any foreign country, or relating to economic sanctions or embargoes, corrupt practices, money laundering, or compliance with unsanctioned foreign boycotts.
(c) Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have a Parent Material Adverse Effect, the Parent Companies and their respective Affiliates, directors, officers and employees are in, and at all times since January 1, 2014, have been in compliance with applicable United States and foreign export control laws and regulations, including the United States Export Administration Act and implementing Export Administration Regulations; the Arms Export Control Act and implementing International Traffic in Arms Regulations; and the various economic sanctions laws administered by the Office of Foreign Assets Control of the U.S. Treasury Department. Without limiting the foregoing, there are no pending or, to the knowledge of Parent, threatened claims or investigations by any Governmental Entity of potential violations against any of the Parent Companies with respect to export activity or export licenses that, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect.
(d) Except The Parent Companies have in effect all Permits, necessary for them to own, lease, operate or use their properties and to carry on their businesses as now conducted, except for any Permits the absence of which, individually or in the aggregate, would not reasonably be expected to be material to the Seller Business Group or the Business, taken as have a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Parent Material Adverse Effect. All Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened Parent Companies are in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws full force and Orders)effect, except as where the failure to be in full force and effect, individually or in the aggregate, would not reasonably be expected to be material to the Business or the Acquired Companieshave a Parent Material Adverse Effect.
(e) None Neither Parent nor any of its Related Persons is subject to any applicable “statutory disqualification” (within the meaning of Section 3(a)(39) of the representations and warranties contained in Exchange Act). For purposes of this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.134.10(e), data privacy matters “Related Persons” of Parent means, (i) any “affiliate” of Parent (as such matters being term is defined in Rule 12b-2 under the subject Exchange Act); (ii) any other Person (other than any director, officer or affiliate of Section 3.14)the Company) with which Parent has any agreement, employee benefits matters arrangement or understanding (such matters being whether or not in writing) to act together for the subject purpose of Section 3.15)acquiring, employment and labor matters voting, holding or disposing of shares of the capital stock of the Company; (such matters being iii) any executive officer (as defined under Rule 3b-7 under the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17Exchange Act) or environmental matters director of Parent; and (iv) any partnership or limited liability company in which Parent is a general partner, managing member or manager. Parent is not a registered broker or dealer that has been admitted to membership in any national securities exchange registered under Section 6 of the Exchange Act with the SEC that is a direct or indirect subsidiary of the Company (any such matters being the subject of Section 3.18national securities exchange referred to generally as an “Exchange”).
Appears in 2 contracts
Samples: Merger Agreement (Bats Global Markets, Inc.), Merger Agreement (CBOE Holdings, Inc.)
Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, Buyer (i) the Seller Business Group is, and since August 31, 2018 has been, is not in compliance violation of any Law in all respects any material respect with all Laws and Orders applicable regard to the Seller Business Group and the Businessits ownership or operation of its business, (ii) since August 31, 2018, no Seller Business Group Member during the past three (3) years has not received any written ornotice of any alleged violation of, or any written citation for noncompliance with, any Law in any material respects with regard to Seller’s Knowledgeits ownership or operation of its business, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order is in material compliance with all Laws applicable to the Business is, conduct of its business as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orallycurrently conducted.
(b) Except as would not reasonably be expected to be All material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group Buyer to conduct the Business Buyer’s business as currently conducted have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) Buyer and are valid and in full force and effect effect. All fees and charges with respect to such Permits as of the Seller Business Group is, and has date hereof have been since August 31, 2018, paid in compliance in with all such Permitsfull, except where the failure to obtain any pay such Permit or to be valid fees and in full force and effect or to be in compliance therewith charges would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effectbusiness of Buyer.
(dc) Except as would not reasonably be expected to be material to the Seller Business Group or the BusinessSince January 1, taken as a whole:
2016, (i) There are no actions threatened in writing orneither Buyer nor any of its Subsidiaries, and, to Seller’s Knowledgethe knowledge of Buyer, threatened orallyno officer, by director, employee, agent, representative or sales intermediary of Buyer or any Governmental Body to suspend of its Subsidiaries, in each case, acting on behalf of Buyer or deny the distributionany of its Subsidiaries, supply or marketing of has violated any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
applicable anti-corruption Laws, (ii) Since August 31, 2018, all Products Manufactured neither Buyer nor any of its Subsidiaries has been convicted of violating any anti-corruption Laws or has been subjected to any investigation by a Seller Business Group MemberGovernmental Authority for violation of any applicable anti-corruption Laws, (iii) neither Buyer nor any of its Subsidiaries has made a voluntary, directed, or sold by a Seller Business Group Member orinvoluntary disclosure to any Governmental Authority regarding any alleged act or omission arising under or relating to any noncompliance with any anti-corruption Laws and (iv) neither Buyer nor any of its Subsidiaries has received any written notice, to Seller’s Knowledgerequest or citation for any actual or potential noncompliance with any of the foregoing, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders)case, except as would not reasonably be expected to be material to the Business or the Acquired CompaniesBuyer and its Subsidiaries, taken as a whole.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18).
Appears in 2 contracts
Samples: Purchase Agreement (American Virtual Cloud Technologies, Inc.), Purchase Agreement (Ribbon Communications Inc.)
Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be material to set forth in Schedule 4.14(a), the Seller Business Group or the Business, taken as a whole, (i) the Seller Business Group is, is now complying and since August 31, 2018 has been, in compliance complied in all material respects with all Laws and Orders applicable to the Business or its properties or assets. Except as set forth in Schedule 4.14(a), none of the Seller nor the Stockholders have received any notice from any Person concerning alleged violations of, or the occurrence of any events or conditions resulting in alleged noncompliance with, any Law applicable to the Seller Business Group and or the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orally.
(b) Except as would not reasonably be expected to be set forth in Schedule 4.14(b), all material to the Seller Business Group or the Business, taken as a whole, Permits (iother than Environmental Permits) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a the Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect effect, and the Seller Business Group isis in material compliance therewith. All fees and charges with respect to such Permits due and payable as of the date hereof have been paid in full. Schedule 4.14(b) lists all material current Permits issued to the Seller. The Seller has not received any written notice from any Governmental Authority asserting any revocation, suspension, lapse or limitation of any Permit set forth in Schedule 4.14(b).
(c) None of the Seller, the Stockholders nor any respective Representative (with respect to any third party Representatives, only as it relates to the Business) thereof has directly or indirectly, (i) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns or violated any provisions of any applicable anti-bribery Laws, including the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”), or (ii) taken any action that would constitute a violation of any applicable anti-bribery Laws, including the FCPA, including making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA. The Business has been since August 31, 2018, conducted in compliance in with all such Permitsthe FCPA; and the Seller maintains policies and procedures that are reasonably designed to ensure, except where the failure and that are reasonably expected to obtain any such Permit or continue to be valid and in full force and effect or to be in ensure, continued compliance therewith would not reasonably be expected to be material to by the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to Schedule 4.14(d) contains a list of all agents, intermediaries, importers and other similar Persons of the Seller Business Group used in the preceding two years outside of the U.S. to arrange or facilitate the Businesssale, taken as a whole:
(i) There are no actions threatened in writing orpurchase, to Seller’s Knowledgeexport, threatened orally, by any Governmental Body to suspend import or deny the distribution, supply or marketing transport of any products materials or services currently provided by any Seller Business Group Member or to seize or detain on import any such productsgoods.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired Companies.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18).
Appears in 2 contracts
Samples: Asset Purchase Agreement (Newpark Resources Inc), Asset Purchase Agreement (Newpark Resources Inc)
Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be material to set forth on Schedule 4.11(a), Sellers are and have been at all times during the Seller Business Group or the Business, taken as a whole, past five (i5) the Seller Business Group is, and since August 31, 2018 has been, years in compliance in all respects with all Laws and Orders applicable to Sellers promulgated or issued by all Governmental Entities charged with regulating the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orally.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permitspest control industry, except where the failure to obtain comply with any such Permit Laws or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as requirements would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to . To the Seller Business Group or the BusinessKnowledge of Sellers, taken as a whole:
(i) There Sellers are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits licensing requirements with respect to all employees and applicable Laws independent contractors performing termite and Orders and manufacturer requirements. As pest control services for or on behalf of the date hereofBusiness. Sellers are, no Governmental Body has initiated and have been at all times during the past five (5) years, in compliance with all other Laws applicable to Sellers or commenced any currently pending, the operation of the Business or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate the ownership (as applicable) or commence, any action to enjoin use of the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws Purchased Assets and Orders)the Leased Real Property, except as where the failure to comply with any such Laws or requirements would not reasonably be expected to be material have a Material Adverse Effect. Except as set forth in Schedule 4.11(a), during the past five (5) years, no Seller has been charged with, and no Seller has received any written notice that it is under investigation with respect to, and, to the Knowledge of Sellers, no Seller is otherwise now under investigation with respect to, a violation of any applicable Law or other requirement of a Governmental Entity. Except as set forth on Schedule 4.11(a), no Seller is currently under any contract or agreement with any Governmental Entity.
(b) Sellers hold and are in material compliance with all Permits listed on Schedule 4.11(b), and such list and the Permits described in Section 4.11(c) constitute all of the material Permits necessary or required for the ownership of the Purchased Assets and the operation of the Business as currently conducted by Sellers. All such Permits are valid, existing and in full force and effect. Sellers have not received within the twenty-four (24) months preceding the date hereof written notice of any material violations in respect of any such Permits. No proceeding is pending or, to the Knowledge of Sellers, is threatened, which seeks revocation or limitation of any such Permits.
(c) All employees and independent contractors performing termite and pest control services for and on behalf of Sellers hold all material Permits necessary for the Acquired Companiesperformance of such services as currently performed by the Business and, to the Knowledge of Sellers, all such Permits are valid, existing and in full force and effect.
(d) Sellers are in compliance in all material respects with all manufacturer of Inventory treatments and protocols applicable to Sellers and the Business as currently conducted and, except as set forth on Schedule 4.11(d), Sellers have not received written notice of any material claims under any of Sellers’ pest control and/or termite warranties or guarantees contained in the Assigned Contracts and, to the Knowledge of Sellers, no such claims are threatened. Sellers have not received any written communication from any manufacturer of Inventory that alleges that Sellers are not in compliance with any applicable manufacturer treatments or protocols.
(e) None of the The foregoing representations and warranties contained in this do not address any of the matters covered by Section 3.10 shall be deemed 4.13, 4.14, 4.15, 4.17 or, with respect to relate to any intellectual property matters the Laws or Permits addressed therein (such matters being the subject of Section 3.13including Laws regarding trade secrets or registration requirements), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18)4.18.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Rollins Inc)
Compliance with Laws; Permits. (a) Except as The Company and each of its Subsidiaries is, and for the past three (3) years has been, in compliance with and not given notice of any violation of, and to the Knowledge of the Company is not under investigation with respect to and has not been threatened to be charged with, any Applicable Law, except for failures to comply or violations that would not reasonably be expected to be material to have, individually or in the Seller Business Group or the Businessaggregate, taken as a whole, (i) the Seller Business Group is, and since August 31, 2018 has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orallyCompany Material Adverse Effect.
(b) Except as would not reasonably be expected to be material to have, individually or in the Seller Business Group or the Businessaggregate, taken as a wholeCompany Material Adverse Effect, (i) the Principal JV Entities Company and its Subsidiaries have all Permits necessary for the ownership and operation of its business as currently conducted, and each such Permit is in full force and effect; (ii) the Company and its Subsidiaries are, and since August 31, 2018 for the past three (3) years have been, in compliance in with the terms of all respects with all Laws Permits necessary for the ownership and Orders applicable to operation of its businesses; and (iii) for the Principal JV Entities. past three (ii3) since August 31, 2018, no Principal JV Entity years neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Body Authority alleging any noncompliance by any Principal JV Entity conflict with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation breach of any such Law or Order applicable to a Principal JV Entity isPermit, as the substance of the date hereof, pending or threatened in writingwhich has not been resolved.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be be, individually or in the aggregate, material to the Seller Business Group or the BusinessCompany and its Subsidiaries, taken as a whole:
, for the past three (3) years, neither the Company nor any of its Subsidiaries nor any director, officer, or employee or, to the Knowledge of the Company, any agent or representative thereof has (i) There are no actions threatened in writing ordirectly or indirectly (A) used any corporate funds for any unlawful contribution, gift or entertainment or other unlawful expenses relating to Seller’s Knowledgepolitical activity, threatened orally, by (B) made any unlawful payment to any employee of any Governmental Body to suspend Authority, (C) made any unlawful bribe, rebate, payoff, influence payment or deny the distributionkickback or other unlawful payment nor (D) otherwise violated any applicable Anti-Corruption Laws, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31been nor is a Sanctioned Person nor has transacted business, 2018directly or knowingly indirectly, all Products Manufactured by a Seller Business Group Memberwith any Sanctioned Person nor otherwise violated Sanctions, nor (iii) violated any applicable Ex-Im Laws. For the past three (3) years, neither the Company nor any of its Subsidiaries has received any allegation, inquiry, notice or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by communication that alleges any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereofCompany nor any of its Subsidiaries may have violated any Anti-Corruption Laws, no Governmental Body Sanctions or Ex-Im Laws, nor has initiated made any voluntary or commenced any currently pending, directed disclosure or threatened in writing or, prior disclosure related to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Productsuch laws. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except Except as would not reasonably be expected to be be, individually or in the aggregate, material to the Business or Company and its Subsidiaries, taken as a whole, for the Acquired Companiespast (3) years, the Company and its consolidated Subsidiaries have maintained books and records and a system of internal controls as required of them by the U.S. Foreign Corrupt Practices Act of 1977, as amended.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18).
Appears in 2 contracts
Samples: Merger Agreement (Chase Corp), Merger Agreement (Chase Corp)
Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, Buyer (i) the Seller Business Group is, and since August 31, 2018 has been, is not in compliance violation of any Law in all respects any material respect with all Laws and Orders applicable regard to the Seller Business Group and the Businessits ownership or operation of its business, (ii) since August 31, 2018, no Seller Business Group Member during the past three (3) years has not received any written ornotice of any alleged violation of, or any written citation for noncompliance with, any Law in any material respects with regard to Seller’s Knowledgeits ownership or operation of its business, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order is in material compliance with all Laws applicable to the Business is, conduct of its business as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orallycurrently conducted.
(b) Except as would not reasonably be expected to be All material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group Buyer to conduct the Business Buyer’s business as currently conducted have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) Buyer and are valid and in full force and effect effect. All fees and charges with respect to such Permits as of the Seller Business Group is, and has date of the Original Agreement have been since August 31, 2018, paid in compliance in with all such Permitsfull, except where the failure to obtain any pay such Permit or to be valid fees and in full force and effect or to be in compliance therewith charges would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effectbusiness of Buyer.
(dc) Except as would not reasonably be expected to be material to the Seller Business Group or the BusinessSince January 1, taken as a whole:
2016, (i) There are no actions threatened in writing orneither Buyer nor any of its Subsidiaries, and, to Seller’s Knowledgethe knowledge of Buyer, threatened orallyno officer, by director, employee, agent, representative or sales intermediary of Buyer or any Governmental Body to suspend of its Subsidiaries, in each case, acting on behalf of Buyer or deny the distributionany of its Subsidiaries, supply or marketing of has violated any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
applicable anti-corruption Laws, (ii) Since August 31, 2018, all Products Manufactured neither Buyer nor any of its Subsidiaries has been convicted of violating any anti-corruption Laws or has been subjected to any investigation by a Seller Business Group MemberGovernmental Authority for violation of any applicable anti-corruption Laws, (iii) neither Buyer nor any of its Subsidiaries has made a voluntary, directed, or sold by a Seller Business Group Member orinvoluntary disclosure to any Governmental Authority regarding any alleged act or omission arising under or relating to any noncompliance with any anti-corruption Laws and (iv) neither Buyer nor any of its Subsidiaries has received any written notice, to Seller’s Knowledgerequest or citation for any actual or potential noncompliance with any of the foregoing, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders)case, except as would not reasonably be expected to be material to the Business or the Acquired CompaniesBuyer and its Subsidiaries, taken as a whole.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18).
Appears in 2 contracts
Samples: Purchase Agreement (Ribbon Communications Inc.), Purchase Agreement (American Virtual Cloud Technologies, Inc.)
Compliance with Laws; Permits. (a) Except with respect to (i) compliance with Law concerning employee matters (as to which certain representations and warranties are made pursuant to Section 3.11 and Section 3.12), (ii) compliance with Environmental Laws (as to which certain representations and warranties are made pursuant to Section 3.10), and (iii) compliance with Law concerning Taxes (as to which certain representations and warranties are made pursuant to Section 3.13)), the Business and each Transferred Entity and, to the Knowledge of Seller, each JV Entity is and for the past one (1) year has been, in material compliance with all Laws and Orders applicable to the Business, the Transferred Assets, the Transferred Entities and the JV Entities, as applicable, except to the extent that any non-compliance would not be material to the Business as a whole. For the past one (1) year, neither Seller, any Transferred Entity nor to the Knowledge of Seller, any JV Entity, has received a written communication from or entered into any Contract or settlement with, a Governmental Authority that alleges that the Business, any Transferred Entity or any JV Entity has, at any time, not been in material compliance with any Law or Order applicable to the Business, the Transferred Assets, the Transferred Entities or the JV Entities, except to the extent that any non-compliance would not be material to the Business as a whole. To Seller’s Knowledge, neither Seller, the Business, any Transferred Entity or any JV Entity is being investigated for or charged by any Governmental Authority with a material violation of, any Law applicable to the Business or any Transferred Entity or JV Entity, except to the extent that any such violation would not be material to the Business as a whole.
(b) Seller and its Subsidiaries possess all permits, approvals, Orders, authorizations, consents, licenses, certificates, franchises, variances, concessions and exemptions of, or filings or registrations with, or issued by, any Governmental Authority (“Permits”) necessary for the operation of the Business as currently conducted, except where such failure would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Seller Business Group is. All such Permits are in full force and effect, and since August 31, 2018 has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, there are no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, Actions pending or threatened in writing or, to Seller’s Knowledge, threatened orally.
(b) Except as by any Governmental Authority that seek the revocation, cancellation, suspension or adverse modification thereof, except where such failure would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole. Neither Seller nor any of its Subsidiaries is in default, (i) the Principal JV Entities areand, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018Knowledge of Seller, no Principal JV Entity has received condition exists that with notice or lapse of time or both would constitute a default, under any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permits, except where the such failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group Business, as a whole.
(c) None of Seller, the Equity Sellers, the Asset Sellers, nor any of their respective officers or the Business. Since August 31, 2018, no Governmental Body has threatened in writing directors or, to the Knowledge of Seller’s Knowledge, threatened orallyany of their respective employees or agents of Seller, in each case, solely to revokethe extent such officer, suspenddirector, limitemployee or agent is acting for or on behalf of Seller or any of its Subsidiaries with respect to the Business, vary in the past three (3) years, directly or not renew indirectly:
(i) unlawfully made, offered or promised to make or offer any payment, loan or transfer of anything of value, including any reward, advantage or benefit of any kind, directly or indirectly to or for the benefit of any Government Official, for the purpose of (A) inducing such Government Official to do or omit to do any act in violation of a lawful duty, (B) obtaining or retaining business for or with any person, or (C) otherwise securing any improper advantage;
(ii) paid, offered or agreed or promised to make or offer any bribe, kickback, unlawful rebate or other similar unlawful payment of any nature; or
(iii) violated any provision of any applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”), the U.K. Bribery Act of 2010, or any other applicable laws or regulations relating to bribery or corruption (collectively, “Anti-Corruption Laws”), in each case in any respect material Permit, except as would not reasonably be expected to have a Business Material Adverse Effectthe Business.
(d) Except as would not reasonably be expected There have been no intentionally false or fictitious entries made in the books or records of Seller or any of its Subsidiaries, with respect to be the Business, relating to any illegal payment or secret or unrecorded fund, and neither Seller nor any of its Subsidiaries has established or maintained a secret or unrecorded fund with respect to the Business, in each case in any respect material to the Business. Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing or, and its Subsidiaries maintain policies and procedures reasonably designed to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in ensure compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired CompaniesAnti-Corruption Laws.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18).
Appears in 2 contracts
Samples: Stock and Asset Purchase Agreement (Jacobs Engineering Group Inc /De/), Stock and Asset Purchase Agreement (Jacobs Engineering Group Inc /De/)
Compliance with Laws; Permits. (a) Except as would Since January 1, 2010 (except, in the case of matters that may be audited by a Governmental Entity, since January 1, 2008), the business of the Company has not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Seller Business Group isbeen, and since August 31is not being, 2018 conducted in violation in any material respect of any law, ordinance, regulation, rule, treaty, judgment, order (whether temporary, preliminary or permanent), decree, arbitration award, license or Permit of any Governmental Entity (collectively, “Laws”). The Company has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has not received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, material noncompliance with any Laws that has not been cured as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orally.
(b) Except as would not reasonably be expected to be The Company has in effect all material to the Seller Business Group approvals, authorizations, certificates, filings, franchises, consents, licenses, notices, registrations and permits of or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws Governmental Entities, including facility clearances necessary for it to own, lease or operate its properties and Orders applicable other assets and to carry on its business and operations as presently conducted (collectively, the Principal JV Entities“Permits”). (ii) since August 31, 2018, no Principal JV Entity has received The Company is not currently in default or violation in any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with material respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writingPermits.
(c) All Permits required for Neither the Seller Business Group to conduct nor the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and Company is in full force and effect and the Seller Business Group is, and has been since August 31, 2018, violation in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effectrespect of any Anti-Terrorism Law.
(d) Except as would not reasonably be expected to be material None of the Seller, the Company, or, to the Seller Business Group Knowledge of the Seller, any of their respective directors, officers, employees or the Business, taken as a whole:
Affiliates (i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend is a Sanctioned Person or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31is in violation of AML Laws, 2018, all Products Manufactured by a Seller Business Group MemberAnti-Corruption Laws, or sold Sanctions. No use of proceeds or other transaction contemplated by this Agreement will cause a Seller Business Group Member orviolation of AML Laws, to Seller’s KnowledgeAnti-Corruption Laws, sold or Manufactured applicable Sanctions by any Person on behalf of a participating in the transactions contemplated by this Agreement. The Seller Business Group Member, including and the Company represent that neither the Seller nor the Company has engaged in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and or intends to engage in any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereof, no Governmental Body has initiated dealings or commenced any currently pendingtransactions with, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commencefor the benefit of, any action to enjoin the Manufacture, sale Sanctioned Person or distribution of with or in any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired CompaniesSanctioned Country.
(e) None of the representations and warranties contained in this This Section 3.10 3.16 shall be deemed not apply to relate to any intellectual property matters (Tax Matters, Intellectual Property, Privacy, or Environmental Matters as such matters being the subject of Section are exclusively addressed in Sections 3.9, 3.12, 3.13), data privacy matters (such matters being the subject of Section 3.14)and 3.17, employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18)respectively.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Ducommun Inc /De/)
Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Seller Business Group is, Each of Acquiror and since August 31, 2018 Acquiror Sub has been, complied and is in compliance in all respects with all Laws and Orders applicable to Acquiror and Acquiror Sub, except where non-compliance does not have a material adverse effect on the Seller Business Group ability of Acquiror or Acquiror Sub to consummate the transactions contemplated by this Agreement. Since January 1, 2006, each of Acquiror and the BusinessAcquiror Sub has not been cited, (ii) since August 31fined or otherwise notified of any asserted past or present failure to comply with respect to its respective business, 2018in any material respect, no Seller Business Group Member has received with any written orLaws and, to Sellereach of Acquiror’s and Acquiror Sub’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member no investigation or the Business proceeding with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, is pending or threatened in writing or, to Seller’s Knowledge, threatened orallythreatened.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, Each of Acquiror and since August 31, 2018 have been, in compliance in Acquiror Sub currently has all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group operation of the business of Acquiror and Acquiror Sub as presently conducted in the Ordinary Course of Business, other than those the failure of which to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and possess is immaterial. All Permits are valid and in full force and effect effect, each of Acquiror and the Seller Business Group isAcquiror Sub is in compliance with their requirements, and each of Acquiror and Acquiror Sub is not in default or violation (and no event has been since August 31occurred which, 2018with notice or the lapse of time or both, would constitute a default or violation), in compliance in with all such Permitsany material respect of any term, except where the failure to obtain condition or provision of any such Permit or to be valid Permit, and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing proceeding is pending or, to SellerAcquiror’s or Acquiror Sub’s Knowledge, threatened orally, to revoke, suspend, limit, vary revoke or not renew amend any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired CompaniesPermits.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Quovadx Inc), Merger Agreement (Quovadx Inc)
Compliance with Laws; Permits. (a) Except as The Company and its Subsidiaries are in compliance in all material respects with all laws (including common law), statutes, ordinances, codes, rules, regulations, decrees and orders of Governmental Authorities (collectively, “Laws”) applicable to the Company or any of its Subsidiaries any of their properties or other assets or any of their businesses or operations. The Company and each of its Subsidiaries hold all material licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities, or required by Governmental Authorities to be obtained, in each case necessary for the lawful conduct of their respective businesses (collectively, “Permits”). The Company and its Subsidiaries are in compliance in all material respects with the terms of all Permits. The consummation of the Merger will not cause the revocation or cancellation of any Permit, except revocations or cancellations as, individually or in the aggregate, would not reasonably be expected to be material to the Seller Business Group or the Business, taken as have a whole, (i) the Seller Business Group is, and since August 31, 2018 has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orallyCompany Material Adverse Effect.
(b) Except as would not reasonably be expected to be material have, individually or in the aggregate, a Company Material Adverse Effect, none of the Company or any of its Subsidiaries or, to the Seller Business Group Knowledge of the Company, any of their respective directors, officers, agents, employees or representatives (in each case acting in their capacities as such) has , in the Business, taken as a wholepast three (3) years, (i) the Principal JV Entities areused any funds for unlawful contributions, and since August 31gifts, 2018 have beenentertainment or other unlawful expenses relating to political activity, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31directly or indirectly paid or delivered any fee, 2018commission or other sum of money or item of property, no Principal JV Entity has received however characterized, to any written notice from finder, agent or other party acting on behalf of or under the auspices of a governmental official or Governmental Authority, in the United States or any Governmental Body alleging other country, that was illegal under any noncompliance by applicable law, (iii) made any Principal JV Entity with respect payment to any customer or supplier, or to any officer, director, partner, employee or agent of any such customer or supplier, for the unlawful sharing of fees to any such Law customer or Order applicable supplier or any such officer, director, partner, employee or agent for the unlawful rebating of charges, (iv) engaged in any other unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful consideration to any such Principal JV Entity and customer or supplier or any such officer, director, partner, employee or agent, (iiiv) no investigation by taken any Governmental Body regarding a action or made any omission in violation of any such Law applicable law governing imports into or Order applicable exports from the United States or any foreign country, or relating to a Principal JV Entity iseconomic sanctions or embargoes, as corrupt practices, money laundering, or compliance with unsanctioned foreign boycotts, including without limitation, the Arms Export Control Act, the Trading with the Enemy Act, the International Emergency Economic Powers Act, the Export Administration Act, the 1930 Tariff Act and other U.S. customs laws, the Foreign Corrupt Practices Act, the Export Administration Regulations, the International Traffic in Arms Regulations, the Office of Foreign Assets Control Regulations, the date hereofU.S. Customs Regulations, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group isany Law, and has been since August 31ruling, 2018decision, in compliance in with all such Permitswrit, except where the failure to obtain any such Permit judgment, or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by injunction of any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such productsAuthority issued pursuant thereto.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired Companies.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18).
Appears in 2 contracts
Samples: Merger Agreement (Allegheny Technologies Inc), Merger Agreement (Ladish Co Inc)
Compliance with Laws; Permits. Except with respect to those matters described in Sections 2.12 (Taxes), 2.13 (Employee Benefit Plans; ERISA), 2.14 (Labor Matters), and 2.17 (Environmental Matters):
(a) Except as would not reasonably be expected to be material Since January 1, 2014, each of Seller (to the Seller Business Group or extent related to the Business, taken as a whole, (i) and the Seller Business Group is, and since August 31, 2018 Subsidiaries has been, been in compliance in all respects with all Laws and Orders applicable to Seller or any of its assets and properties (in each case, to the Seller Business Group extent related to the Business) and the BusinessBusiness Subsidiaries or any of their assets and properties, (ii) since August 31, 2018, no and none of Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orally.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity Subsidiaries has received any written notice from any a Governmental Body Authority alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permitsnoncompliance, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except each case as would not not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect.
(db) Except Since January 1, 2014, Seller (to the extent related to the Business) and the Business Subsidiaries are and have been in possession of, and in compliance with, all Permits necessary to carry on the Business as currently conducted, and all such Permits are in full force and effect and are not subject to any Action that would result in any modification, termination or revocation thereof, except, in each case, as would not not, individually or in the aggregate, reasonably be expected to be material have a Business Material Adverse Effect.
(c) None of Seller or its Subsidiaries, or to the Knowledge of Seller, any director, officer, employee, agent or other person acting on behalf of Seller Business Group or the Businessits Subsidiaries has, taken as a whole:
directly or indirectly, (i) There are no actions threatened in writing orused any funds of Seller or its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other unlawful expenses relating to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
political activity; (ii) Since August 31made any unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns Table of Contents from funds of Seller or its Subsidiaries; (iii) violated or is in violation of the Foreign Corrupt Practices Act of 1977, 2018, all Products Manufactured by a Seller Business Group Memberas amended, or sold by a any other applicable Law that relates to bribery or corruption; (iv) established or maintained any unlawful fund of monies or other assets of Seller Business Group Member oror its Subsidiaries; (v) made any fraudulent entry on the books or records of Seller or its Subsidiaries; or (vi) made any unlawful bribe, unlawful kickback or other unlawful payment to any person, private or public, regardless of form, whether in money, property or services, to Seller’s Knowledgeobtain favorable treatment in securing business to obtain special concessions for Seller or its Subsidiaries, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including except in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not not, individually or in the aggregate, reasonably be expected to be material to the have a Business or the Acquired CompaniesMaterial Adverse Effect.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18).
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Yahoo Inc)
Compliance with Laws; Permits. (a) Except as has not been, and would not reasonably be expected to be be, material to the Seller Business Group or the BusinessCompany and its Subsidiaries, taken as a whole, (i) the Seller Business Group isCompany and each of its Subsidiaries are, and since August 31January 1, 2018 has 2022 have been, in compliance in all respects with all Applicable Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received neither the Company nor any written orof its Subsidiaries nor any of their respective assets is, to Seller’s Knowledgethe Knowledge of the Company, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business under investigation with respect to any such Law or Order applicable has been threatened to the Business and (iii) no investigation by be charged with or given notice of, nor has any Governmental Body regarding a Authority notified the Company or any of its Subsidiaries in writing of its intent to conduct an investigation of, any violation of any Applicable Law, except for such Law investigations or Order applicable charges which has not been, and would not reasonably be expected to be, material to the Business isCompany and its Subsidiaries, taken as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orallya whole.
(b) Except as has not been, and would not reasonably be expected to be be, individually or in the aggregate, material to the Seller Business Group or the BusinessCompany and its Subsidiaries, taken as a whole, since January 1, 2022, (i) the Principal JV Entities areCompany and its Subsidiaries are in possession of, and since August 31, 2018 have been, in compliance in with, all respects with all Laws Permits necessary for those entities for the ownership and Orders applicable operation of their respective businesses as now being conducted, under and pursuant to the Principal JV Entities. Applicable Laws, (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any all such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and (iii) no suspension, cancellation, withdrawal or revocation thereof is pending or threatened.
(c) The Company and its directors, officers and each of its Subsidiaries, and, to the Seller Business Group isKnowledge of the Company, the directors and officers of each such Subsidiary and the respective employees, consultants and agents of the Company and its Subsidiaries (in each case, to the extent acting for or on behalf of the Company or any of its Subsidiaries), are and for the past five years have been in compliance with Anti-Corruption Laws in all material respects and have not (i) used any corporate funds for unlawful contributions, gifts, entertainment or other expenses related to political activity; (ii) made any unlawful payments to any government officials; or (iii) otherwise made any unlawful bribe, rebate, payoff, influence payment, kickback or similar payment in violation of any applicable Anti-Corruption Law. The Company and each of its Subsidiaries have adopted, maintained, and has been since August 31, 2018, in adhered to compliance in policies and procedures and a system of internal controls reasonably designed to ensure compliance with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse EffectAnti-Corruption Laws.
(d) Except as would not reasonably be expected to be material None of the Company, its directors, officers or any of its Subsidiaries, or, to the Seller Business Group Knowledge of the Company, the directors or officers of any such Subsidiary or the Businessrespective employees, taken as a whole:
consultants and agents of the Company or its Subsidiaries (in each case, to the extent acting for or on behalf of the Company or any of its Subsidiaries): is or has been for the past five years (i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend a Sanctioned Person; (ii) transacted business with or deny for the distribution, supply or marketing benefit of any products Sanctioned Person or services currently provided by otherwise violated Sanctions; or (iii) violated any Seller Business Group Member or to seize or detain on import any such productsEx-Im Law.
(iie) Since August 31Neither the Company nor any of its Subsidiaries has been for the past five years the subject of any allegation or enforcement proceeding, 2018nor to the Knowledge of the Company, all Products Manufactured by a Seller Business Group Memberany inquiry or investigation, regarding any possible violation of applicable Anti-Corruption Laws, Ex-Im Laws or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof Sanctions.
(collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. f) As of the date hereof, no Governmental Body neither the Company nor any of its Subsidiaries has initiated applied for and obtained any benefit, loan, right or commenced amount under the CARES Act or any currently pending, or threatened in writing or, other Applicable Law intended to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as address COVID-19 that would not reasonably be expected to be result in material to restrictions on the Business or the Acquired Companies.
(e) None business of the representations Company and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18)its Subsidiaries.
Appears in 2 contracts
Samples: Merger Agreement (PGT Innovations, Inc.), Merger Agreement (Masonite International Corp)
Compliance with Laws; Permits. (a) Except as set forth in Schedule 3.11, the Company is in compliance with, is not in default under and has received no written notice from any Governmental Entity and the Seller has no Knowledge that it is not in compliance with or default under (i) all Applicable Laws; (ii) all applicable rules, ordinances, resolutions, codes, edicts, regulations, rulings, requirements, orders, Consents, approvals, writs, judgments, injunctions, awards, determinations and decrees issued, enacted, adopted, promulgated, implemented or otherwise put into effect by any court, other Governmental Entity or arbitrator; (iii) the Insurance Licenses; and (iv) its Permits (other than the Insurance Licenses), except, with respect to clauses (i) - (iv), where noncompliance or default would not reasonably be expected expect to be material to have, individually or in the Seller Business Group or aggregate, a Material Adverse Effect on the Business, taken as a whole, (i) the Seller Business Group is, and since August 31, 2018 has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orallyCompany.
(b) Except as would not reasonably be expected The Company has all Permits necessary for the ownership of its assets and Properties and to be material to the Seller Business Group or the Business, taken as conduct its business (a whole, (i) the Principal JV Entities are“Material Permit”), and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Material Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permitseffect, except where the failure by the Company to obtain have any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to have, individually or in the Seller Business Group or aggregate, a Material Adverse Effect on the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Company.
(c) To the Seller’s Knowledge, threatened orallysince January 1, 2003, the Company has not engaged in any corrupt business practices or price fixing, bid rigging or any other anticompetitive activity of any type.
(d) Since January 1, 2003 neither the Company nor its directors or officers, nor to the Seller’s Knowledge any Employees or agents, has (i) directly or indirectly given or agreed to give any illegal gift, contribution, payment or similar benefit to any supplier, customer, governmental official or employee or other Person who was, is or may be in a position to help or hinder the Company (or assist in connection with any actual or proposed transaction) or made or agreed to make any illegal contribution, or reimbursed any illegal political gift or contribution made by any other Person, to revokeany candidate for federal, suspendstate, limitlocal or foreign public office (x) which could reasonably be expected to subject the Company, vary the Buyer or not renew the business to any material Permitdamage or penalty in any civil, except as would not criminal or governmental litigation or proceeding or (y) the non-continuation of which has had or could reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to Effect on the Seller Business Group Company or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, established or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold maintained any unrecorded fund or Manufactured by asset or made any Person false entries on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereof, no Governmental Body has initiated books or commenced records for any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired Companiespurpose.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Maiden Holdings, Ltd.), Stock Purchase Agreement (Maiden Holdings, Ltd.)
Compliance with Laws; Permits. (ai) Except Neither the Company nor any of its Subsidiaries is in violation or default of or has violated (A) any provision of its certificate or by-laws, in any material respect, or (B) any Laws of any Governmental Entity, arbitrator or other authority having jurisdiction over the Company or such Subsidiary or any of its properties, as applicable, except in the case of (B), for any such violation or default that would not not, individually or in the aggregate, reasonably be expected to be material have a Company Material Adverse Effect. The Company and its Subsidiaries possess all licenses, certificates, permits, approvals, registrations and other authorizations of all Governmental Entities necessary to conduct their respective businesses, other than any such license, certificate, permit, approval, registration or other authorization required in connection with the Seller Business Group or consummation of the Business, taken as a whole, transactions contemplated by this Agreement (i) the Seller Business Group is“Company Permits”), and since August 31, 2018 has been, in compliance in all respects with all Laws and Orders applicable to neither the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member Company nor any Subsidiary has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable of proceedings relating to the Business and (iii) no investigation by any Governmental Body regarding a violation revocation or modification of any such Law license, certificate, permit or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orally.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permitsauthorization, except where the failure to obtain any such Permit possess, or the suspension, cancellation, revocation or modification of, or failure to be valid and or in full force and effect effect, of any of the Company Permits, would not, individually or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31aggregate, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Company Material Adverse Effect.
(d) Except as would not reasonably be expected . The Company and its Subsidiaries are in compliance with the terms of the Company Permits, except for such failures to be material to comply which are, in the Seller Business Group or the Businessaggregate, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such productsimmaterial.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf The Company and each of a Seller Business Group Member, including in each case products Manufactured its officers and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold directors are in compliance with, and have complied, in all material respects with all (A) the applicable Permits and applicable Laws and Orders and manufacturer requirements. As provisions of the date hereofXxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations promulgated under such Act (the “Xxxxxxxx-Xxxxx Act”) or the Exchange Act, (B) the applicable listing and corporate governance rules and regulations of The NASDAQ Stock Market, Inc.’s National Market. There are no Governmental Body outstanding loans made by the Company or any of its Subsidiaries to any executive officer (as defined under Rule 3b-7 under the Exchange Act) or director of the Company. Since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any Subsidiary of the Company has initiated made any loans to any executive officer or commenced director of the Company or any currently pendingof its Subsidiaries. The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company, or threatened including its consolidated Subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in writing orwhich the periodic reports required under the Exchange Act are being prepared; and such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Act. The Company’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to Sellerthe Company’s Knowledgeauditors and the audit committee of the Board of Directors of the Company (x) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, threatened orally process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in internal controls and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. The Company has heretofore made available to initiate or commenceParent true, any action to enjoin the Manufacture, sale or distribution correct and complete copies of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material all such disclosures to the Business or the Acquired Companies.
(e) None Company’s auditors and audit committee of the representations Board of Directors. For purposes of this paragraph, “principal executive officer” and warranties contained “principal financial officer” shall have the meanings given to such terms in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18)Exchange Act.
Appears in 2 contracts
Samples: Merger Agreement (Interpore International Inc /De/), Merger Agreement (Biomet Inc)
Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Seller Business Group Each Target Company is, and since August 31, 2018 the Lookback Date has been, in material compliance in all respects with all Laws and Orders applicable to the Seller Business Group and conduct of its business and, since the Business, (ii) since August 31, 2018Lookback Date, no Seller Business Group Member has uncured written notices have been received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business Target Company, with respect to any such Law Target Company, or Order applicable to the Business and (iii) no investigation by any Target Company from any Governmental Body regarding Entity or any other Person alleging a material violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orallyLaws.
(b) Except as would not reasonably be expected to be material to Each Target Company holds all permits, licenses, registrations (excluding Intellectual Property registrations and certifications), approvals, consents, accreditations, waivers, exemptions, identification numbers and authorizations of any Governmental Entity, required for the Seller Business Group ownership and use of its assets and properties or the Businessconduct of their businesses as currently conducted (collectively, taken as a whole, (i“Permits”) the Principal JV Entities are, and since August 31, 2018 have been, are in compliance in all material respects with all Laws terms and Orders applicable to the Principal JV Entitiesconditions of such Permits. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any All of such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and none of such Permits will be terminated as a result of, or in connection with, the Seller Business Group is, and has been since August 31, 2018, consummation of the transactions contemplated by this Agreement. No Target Company is in compliance in with all such Permits, except where the failure to obtain material default under any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or Knowledge of the Business. Since August 31, 2018Parent, no Governmental Body has threatened in writing condition exists that, with the giving of notice or lapse of time or both, would constitute a material default under such Permit, and no Proceeding is pending or, to Seller’s Knowledgethe Knowledge of the Parent, threatened orallythreatened, to suspend, revoke, suspendwithdraw, limit, vary modify or not renew limit any material Permit, except as such Permit in a manner that has had or would not reasonably be expected to have a Business Material Adverse Effectmaterial and adverse effect on the ability of such Target Company to use such Permit or conduct its business.
(dc) Except as would not reasonably be expected to be material Since the Lookback Date, each Target Company and each of its respective directors, officers and, to the Seller Business Group or Knowledge of the BusinessParent, taken as a whole:
each of its Affiliates, employees and other Persons acting on its behalf (i) There are no actions threatened in writing oris not and has not been a Sanctioned Person, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have in connection with the operation of the business of such Target Company, is and has been Manufactured and sold in material compliance in all material respects with all applicable Permits Sanctions, and applicable Laws (iii) is not and Orders and manufacturer requirements. As of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired Companies.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being been the subject of Section 3.13)any civil or criminal fine, data privacy matters (such matters being penalty, seizure, forfeiture, revocation of an authorization, debarment or denial of future authorizations in connection with any actual or alleged violation of any applicable Sanctions. Since the subject of Section 3.14)Lookback Date, employee benefits matters (such matters being the subject of Section 3.15), employment there have been no actual or threatened claims or requests for information by a Governmental Entity received by any Target Company with respect to compliance with applicable Sanctions and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) no disclosures have been made to any Governmental Entity with respect to any actual or environmental matters (such matters being the subject of Section 3.18)potential noncompliance by any Target Company or its business with applicable Sanctions. Each Target Company has in place adequate controls and systems reasonably designed to ensure compliance with applicable Sanctions.
Appears in 2 contracts
Samples: Business Combination Agreement (Newcourt Acquisition Corp), Business Combination Agreement
Compliance with Laws; Permits. (a) Except as would not not, individually or in the aggregate, reasonably be expected to be have a Material Adverse Effect or as related to, or as a result of, the filing or pendency of the Bankruptcy Cases, the Sellers are in compliance, in all material respects, with all Laws applicable to the Seller Business Group or the BusinessAcquired Assets. Except as related to or, taken as a wholeresult of, the filing or pendency of the Bankruptcy Cases, since June 30, 2024 (i) none of the Seller Business Group is, and since August 31, 2018 has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member Sellers has received any written notice of, the material violation of any Laws, and (ii) to the Knowledge of the Sellers, no event has occurred or circumstance exists that (with or without notice, passage of time, or both) would constitute or result in a failure by any Seller or its Subsidiaries to comply, in any material respect, with any applicable Law, the failure of which would result in a Material Adverse Effect. Except as related to, or as a result of, the filing or pendency of the Bankruptcy Cases or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no investigation in relation to any actual or alleged material violation of Law by any Seller or its Subsidiaries is pending or, to Seller’s Knowledgethe Knowledge of the Sellers, oral threatened, nor since June 30, 2024 has any Seller or any of its Subsidiaries received any written notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or Authority indicating an intention to conduct the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orallysame.
(b) Except as would not not, individually or in the aggregate, reasonably be expected to be material to the Seller Business Group have a Material Adverse Effect or the Businessas related to, taken or as a wholeresult of, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law filing or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as pendency of the date hereofBankruptcy Cases, pending or threatened in writing.
(c) All all material Permits required for the any Seller Business Group and its Subsidiaries to conduct the Business have been obtained Acquired Businesses as currently conducted by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and Sellers are valid and in full force and effect and (each a “Material Permit”). Since June 30, 2024, to the Seller Business Group isKnowledge of the Sellers, and it has been since August 31received no notice that any event has occurred that, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be result in the revocation, cancellation, modification, suspension, lapse, limitation, or non-renewal of any Permit or Permits that, individually or in the aggregate, are material to the Seller operation of the Acquired Business Group as currently conducted by the Sellers or that relate to the BusinessAcquired Assets. Since August 31June 30, 20182024, no Governmental Body has threatened each Seller and its Subsidiaries have complied in writing orall material respects, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
(i) There and are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects respects, with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As that, individually or in the aggregate, are material to the operation of the date hereofAcquired Assets and the Acquired Businesses as currently conducted by the Sellers, no Governmental Body has initiated and have made all appropriate filings for issuance or commenced any currently pending, or threatened in writing renewal of such Permits. No Litigation is pending or, to Seller’s Knowledgethe Knowledge of the Sellers, threatened orally to initiate terminate, revoke, limit, cancel, suspend or commencemodify any Permit or Permits that, any action to enjoin individually or in the Manufactureaggregate, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be are material to the Business or operation of the Acquired Companies.
(e) None Assets and the Acquired Businesses as currently conducted by the Sellers, and which would have a Material Adverse Effect, and none of the representations Sellers has received written notice from any Governmental Authority that (i) any such Permit will be revoked or not reissued on the same or similar terms, (ii) any application for any new Permit by any Seller or their respective Subsidiaries or renewal of any Permit or Permits that, individually or in the aggregate, are material to the operation of the Acquired Assets and warranties contained the Acquired Businesses as currently conducted by the Sellers will be denied, or (iii) the Permit holder is in this Section 3.10 shall be deemed material violation of any Permit or Permits that, individually or in the aggregate, are material to relate to any intellectual property matters (such matters being the subject operation of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being Acquired Assets and the subject of Section 3.15), employment and labor matters (such matters being Acquired Businesses as currently conducted by the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18)Sellers.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Complete Solaria, Inc.), Asset Purchase Agreement (Sunpower Corp)
Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be material to the Seller Business Group or the BusinessSince December 31, taken as a whole2013, (i) the Seller Business Group is, each of MSLO and since August 31, 2018 has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orally.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group is, its Subsidiaries is and has been since August 31, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all Laws applicable Permits to it and (ii) MSLO has complied with the applicable Laws listing and Orders corporate governance rules and manufacturer requirements. As regulations of the date hereofNYSE except, no Governmental Body has initiated in each case, where the failure to so conduct such business and operations or commenced any currently pendingcomply with such rules and regulations would not, individually or threatened in writing orthe aggregate, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be have a MSLO Material Adverse Effect. Since December 31, 2012, none of MSLO, any of the MSLO Subsidiaries or any of its or their executive officers has received, nor is there any basis for, any written notice, order, complaint or other communication from any Governmental Entity or any other Person that MSLO or any of its Subsidiaries is not in compliance in any material respect with any Law applicable to the Business or the Acquired Companiesit.
(eb) None Section 3.9(b) of the representations MSLO Disclosure Schedule sets forth a true and warranties contained complete list of all material permits, licenses, franchises, approvals, certificates, consents, waivers, concessions, exemptions, orders, registrations, notices or other authorizations of any Governmental Entity necessary for each of MSLO and its Subsidiaries to own, lease and operate its properties and to carry on its business in this Section 3.10 shall be deemed all material respects as currently conducted (the “Permits”). Each of MSLO and its Subsidiaries is and has been in compliance in all material respects with all such material Permits. No suspension, cancellation, modification, revocation or nonrenewal of any material Permit is pending or, to relate the knowledge of MSLO, threatened in writing. MSLO and its Subsidiaries will continue to have the use and benefit of all material Permits following consummation of the transactions contemplated hereby. No material Permit is held in the name of any intellectual property matters (such matters being the subject employee, officer, director, stockholder, agent or otherwise on behalf of Section 3.13), data privacy matters (such matters being the subject MSLO or any of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18)its Subsidiaries.
Appears in 2 contracts
Samples: Merger Agreement (Martha Stewart Living Omnimedia Inc), Merger Agreement (Sequential Brands Group, Inc.)
Compliance with Laws; Permits. (a) Except Neither Ardagh nor any of its Affiliates are, or for the past three (3) years has been, in violation of any Laws applicable to any AMP Entity or the conduct of the AMP Business, except as would not reasonably be expected to not, individually or in the aggregate, be material to the Seller AMP Business Group or the BusinessAMP Entities, taken as a whole. During the past three (3) years, (i) the Seller Business Group isno event has occurred and, and since August 31, 2018 has been, in compliance in all respects with all Laws and Orders applicable to the Seller Knowledge of Ardagh, no condition or circumstance exists, that would reasonably be expected, with or without notice or the lapse of time or both, to constitute, or result in, directly or indirectly, a default under, a breach or violation in any material respect of, or a failure to comply in any material respect with, any applicable Laws by any AMP Entity or any AMP Business Group and Employee, or by Ardagh or any of its Affiliates (other than any AMP Entity) or any employee thereof solely with respect to the AMP Business, (ii) since August 31no AMP Entity has been, 2018and none of Ardagh or any of its other Affiliates has been (in each case, solely with respect to the AMP Business), sanctioned, fined or penalized for any violation of or failure to comply with any applicable Law, and (iii) no Seller Business Group Member AMP Entity has received, and none of Ardagh or any of its other Affiliates has received (with respect to the AMP Business), any written or, to Seller’s Knowledgethe Knowledge of Ardagh, oral other notice from any Governmental Body Authority alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any applicable Law by any such Law Person, which, individually or Order applicable in the aggregate, would be material to the AMP Business isor the AMP Entities, taken as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orallya whole.
(b) Except as would not reasonably be expected to be material to The AMP Entities hold all Permits necessary under applicable Laws for the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as conduct of the date hereofAMP Business as currently conducted and to own, pending or threatened in writing.
lease and operate the properties of the AMP Business (c) All which Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect effect) and the Seller Business Group isare, and has been since August 31, 2018for the past three (3) years have been, in compliance in with all the terms of such Permits, except where for such failure or noncompliance which, individually or in the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith aggregate, would not reasonably be expected to be material to the Seller AMP Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the BusinessAMP Entities, taken as a whole:
(i) There are no actions threatened in writing . No Action is pending or, to Seller’s Knowledgethe Knowledge of Ardagh, threatened orallyin writing, by any Governmental Body to suspend seeking the revocation, cancellation, suspension or deny the distribution, supply or marketing adverse modification of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such productsPermit.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired Companies.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18).
Appears in 2 contracts
Samples: Business Combination Agreement (Ardagh Metal Packaging S.A.), Business Combination Agreement (Gores Holdings v Inc.)
Compliance with Laws; Permits. (a) Except as set forth in Section 3.06(a) of the Company Disclosure Schedule, the conduct of the business by the Company and each of its Subsidiaries since January 1, 2001 has not violated or breached and does not currently violate or breach (and no event has occurred which with notice or the lapse of time, or both, would constitute a violation or breach of) any Laws applicable to the Company or any of its Subsidiaries, their respective properties or other assets, except for violations and breaches which have not given and would not reasonably be expected to be give rise to a material liability. Except as set forth in the SEC Reports filed prior to the Seller Business Group date hereof or as set forth in Section 3.06(a) of the BusinessCompany Disclosure Schedule, taken as a whole, (i) the Seller Business Group is, and since August 31, 2018 has been, in compliance in all respects there are no unresolved notices of deficiency or charges of violation with all Laws and Orders applicable respect to the Seller Business Group and the Business, (iimatters covered by this Section 3.06(a) since August 31, 2018, no Seller Business Group Member has received any written brought or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as Knowledge of the date hereof, pending or threatened in writing or, to Seller’s KnowledgeCompany, threatened orallyor pending against the Company which have given or would reasonably be expected to give rise to a material liability.
(b) Except as disclosed in Section 3.06(b) of the Company Disclosure Schedule, each of the Company and its Subsidiaries have obtained all permits, licenses, authorizations, grants, consents, certificates, registrations, qualifications, variances, exemptions, orders, franchises, exceptions, identification and registration numbers, approvals or orders of any Governmental Authority necessary to own, lease and to operate its properties or otherwise to carry on each of their respective businesses as it is now being conducted (collectively, the "Permits"), except those the absence of which has not materially impaired and would not reasonably be expected to be material materially impair the ability of the Company and its Subsidiaries to conduct their businesses as currently conducted. Neither the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity Company nor any of its Subsidiaries has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect or claim pertaining to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permits, except where the failure to obtain any Permit, except for any such Permit notice or to be valid claim that has not given and in full force and effect or to be in compliance therewith would not reasonably be expected to be give rise to a material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effectliability.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired Companies.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18).
Appears in 2 contracts
Samples: Merger Agreement (Von Hoffmann Holdings Inc), Merger Agreement (Aki Inc)
Compliance with Laws; Permits. (a) Except as would for matters, individually or in the aggregate, that have not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Seller Business Group is, had and since August 31, 2018 has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orally.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to impact on the Seller Business Group or the BusinessCompany and its Subsidiaries, taken as a whole:
: (i) There are no actions threatened each of the businesses of the Company or any Company Subsidiary is, and during the preceding three (3) years has been, conducted in writing orcompliance with all Laws applicable to the Company or such Company Subsidiary or by which any property, asset or right of the Company or such Company Subsidiary is bound, (ii) the Company is in compliance with the applicable listing, corporate governance and other rules and regulations of the NASDAQ, (iii) each of the Company and each Company Subsidiary holds all Permits necessary for the lawful conduct of its business and the ownership, use, occupancy and operation of its assets and properties, (iv) the Company and each Company Subsidiary is in compliance with the terms of such Permits, (v) neither the Company nor any Company Subsidiaries has received any written communication during the three (3) years prior to Seller’s Knowledgethe date hereof from any Governmental Entity that alleges that the Company or any of its Subsidiaries is not in compliance with, threatened orallyor is subject to any liability under, any Permit, Law or Order or relating to the revocation or modification of any Permit, and (vi) neither the Company nor any of its Subsidiaries has received any written notice that any investigation or review by any Governmental Body Entity is pending with respect to suspend the Company or deny any of its Subsidiaries or any of the distributionproperties, supply assets or marketing operations of the Company or any products of its Subsidiaries or services currently provided by any Seller Business Group Member or to seize or detain on import that any such products.
(ii) Since August 31, 2018, all Products Manufactured by investigation or review is contemplated. No such Permit shall cease to be effective as a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As result of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired Companiestransactions contemplated by this Agreement.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18).
Appears in 2 contracts
Samples: Merger Agreement (Southwall Technologies Inc /De/), Merger Agreement (Solutia Inc)
Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be set forth on Schedule 3.16 of the Disclosure Schedules, the Acquired Companies have complied with and are in compliance in all material respects with all applicable Laws of all applicable Governmental Authorities. No written notices have been received by and no claims have been filed during the past four (4) years against any Acquired Company alleging a material violation of any Laws.
(b) Neither the Acquired Companies nor, to the Seller Business Group Company’s knowledge, any of their respective employees, subcontractors, agents, representatives, consultants, distributors, partners, resellers or suppliers are or, to the BusinessCompany’s knowledge, taken as a wholehave been designated within the last three years on any restricted party list published by any U.S. government agency (including, without limitation, the Department of Treasury, Office of Foreign Assets Control’s “Specially Designated Nationals List”, the Department of Commerce, Bureau of Industry and Security’s “Denied Persons List”, the Department of State, Directorate of Defense Trade Controls’ “Debarred Parties List”), the United Nations (UN) financial sanctions lists, and financial sanctions lists enacted by European Union (EU) member states pursuant to UN, EU, and national regimes.
(c) Neither the Acquired Companies nor, to the Company’s knowledge, any of their respective Affiliates, joint venturers, principals, officers, employees, managers, agents or representatives, distributors, contractors, or any person while acting for or on the Acquired Companies’ behalf, has during the last three years directly or indirectly made or offered or solicited or accepted any contribution, donation, gift, gratuity, travel, entertainment, bribe, rebate, payoff, influence payment, kickback, or other payment or anything else of value to or from any person, private or public, regardless of what form, whether in money, property, or services (i) to obtain favorable treatment for any business sought, (ii) to pay for favorable treatment for any business obtained, (iii) to obtain or pay for special concessions or for special concessions for any business previously obtained or (iv) otherwise to confer any benefit, in each case of clauses (i) - (iv), in violation of any applicable laws or requirements of any Governmental Authorities (including but not limited to the Seller Business Group isAnti-Kickback Act of 1986, as amended, the Foreign Corrupt Practices Act of 1977, as amended, or other similar United States or foreign law) or otherwise in violation of applicable laws for the purposes described in Section 162(c) of the Code or any similar law or for the establishment or maintenance of any concealed fund or concealed bank account (collectively, the “Anti-Bribery Laws”). Neither the Acquired Companies nor, to the Company’s knowledge, any of their respective Affiliates, joint venturers, principals, officers, employees, managers, agents or representatives, distributors, contractors, or any Person while acting for or on the Acquired Companies’ behalf, has directly or indirectly: (i) made any unlawful payment or corruptly offered anything of value to any foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns, or (ii) violated or enabled the violation of any applicable anti-money laundering law or regulation. During the last five years, none of the Acquired Companies has received any communication that alleges that any Acquired Company and, to the Company’s knowledge, any of their respective current (or former) directors, Affiliates, joint venturers, principals, officers, employees, managers, agents or representatives, distributors, contractors, or any person associated with or acting for or on the Acquired Companies’ behalf is in violation of, or has liability under, any applicable Anti-Bribery Laws or anti-money laundering laws. During the last five years, none of the principals of the Company has been a foreign government officer, agent or employee of a foreign Governmental Authority or is currently a government officer, agent or employee of a Governmental Authority. The Acquired Companies and, to the Company’s knowledge, their respective current (or former) directors and since August 31employees are and, 2018 has beento the Company’s knowledge, have been during the last two years in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orallyAnti-Bribery Laws.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(cd) All material Permits required for the Seller Business Group Acquired Companies to conduct their business as conducted on the date of this Agreement and as needed to conduct the Business Company’s business as proposed in any Government bid or Contract have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) it and are valid and in full force and effect (“Company Permits”). All fees and the Seller Business Group is, and has charges with respect to such Company Permits have been since August 31, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and paid in full force and effect to the extent due. No event has occurred that, with or to be in compliance therewith without notice or lapse of time or both, would not reasonably be expected to be material result in the revocation, suspension, lapse or limitation of any Company Permit. No written notices have been received by any Acquired Company during the last two years alleging the failure to hold any Company Permit, or to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened effect that any Acquired Company is not in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew compliance with any material Company Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have that has not been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired Companiesresolved.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18).
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (CNL Strategic Capital, LLC)
Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be material to the Seller Business Group or the BusinessSince January 1, taken as a whole2012, (i) the Seller Business Group is, and since August 31, 2018 has been, in compliance in all respects with all Laws and Orders applicable to conducted the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Transferred Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to operated, occupied and used the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orally.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold Assets in compliance in all material respects with all Laws applicable Permits to it and applicable Laws to the Assets and Orders the Transferred Business and manufacturer requirements. As of the date hereof, (ii) no Governmental Body has initiated or commenced any currently pending, or threatened in writing material written or, to the Knowledge of the Seller’s Knowledge, threatened orally to initiate unwritten claim or commence, assertion has been made by any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material Governmental Authority to the effect that the operation of the Transferred Business or the Acquired Companies.
ownership, occupancy, operation or use of any Asset fails to comply in any material respect with any applicable Law, in each case, except with respect to any Law relating to Taxes (e) None of the representations and warranties contained in this Section 3.10 which shall be deemed to relate to any intellectual property matters (such matters being the subject of governed exclusively by Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of 3.14 and Section 3.15), employment Intellectual Property (which shall be governed exclusively by Section 3.10) and labor matters Environmental Protection (which shall be governed exclusively by Section 3.17). No investigation by any Governmental Authority with respect to a material violation of any Law relating to the operation of the Transferred Business or the ownership, occupancy, operation or use of any of the Assets is pending or has been asserted or, to the Knowledge of the Seller, threatened.
(b) The Seller has properly obtained and continues to hold all material Permits necessary for the ownership or current use, occupancy or operation of the Assets or for the Transferred Business as currently operated in accordance with applicable Law. All such matters being Permits that are material to the subject Transferred Business are identified in Schedule 3.13(b)(i) hereto. The Seller is in compliance with each of Section 3.16such Permits, and each such Permit is valid and in full force and effect, and the Seller has not received any notice to the contrary. Except as set forth on Schedule 3.13(b)(ii), tax matters (all such matters being Permits may be transferred in accordance with applicable Law and assigned to the subject Purchaser without violation thereof or loss of Section 3.17) benefits thereunder and without consent or environmental matters (such matters being the subject of Section 3.18)notice to any third party, including any Governmental Authority.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Summit Materials, LLC), Asset Purchase Agreement (Summit Materials, LLC)
Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be material to set forth on Schedule 4.11(a) of the Seller Business Group or the Business, taken as a wholeDisclosure Schedules, (ix) the Seller Business Group is, and since August 31, 2018 has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orally.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold is being conducted in compliance in all material respects with all applicable Permits Laws and as of the Agreement Date no Authority or other Person has given written notice or alleged in writing to Seller or Parent that Seller or Parent, in relation to the Business, is currently in Breach of any applicable Law, except in respect of instances of non-compliance that are not material, individually or in the aggregate, and (y) during the period from December 1, 2015 to the Agreement Date, Seller and Parent have, in relation to the Business, complied with all applicable Laws and Orders no Authority or other Person has given written notice or alleged in writing to Seller or Parent that Seller or Parent has, in relation to the Business, Breached any applicable Law, except in respect of instances of non-compliance that are not material, individually or in the aggregate.
(b) Seller holds all material Permits currently required to own and manufacturer requirementsoperate the Business and Purchased Assets in all material respects in the manner it in which it is currently conducted in compliance in all material respects with applicable Laws. As Each such Permit is in full force and effect, and to the Knowledge of the date hereofSeller, no Governmental Body event has initiated occurred, and no circumstance exists that was caused by Seller or commenced any currently pendingParent, or threatened in writing or, and to the Knowledge of Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulteratedother event has occurred or circumstance exists, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as that would not reasonably be expected to be (with or without notice or lapse of time) constitute or result in a revocation, cancellation, termination or material Breach of any such Permit or material modification thereof. No Authority or other Person has given written notice or alleged in writing to Seller (or, to the Business or the Acquired CompaniesKnowledge of Seller, otherwise alleged) that Seller is currently required to hold a material Permit that it does not hold.
(ec) None To the Knowledge of Seller, each of Parent’s and Seller’s directors, managers, officers and employees hold all material permits, registrations, findings of suitability, licenses, variances, exemptions, orders and approvals of all Authorities necessary for their conduct of the representations Business as currently conducted by Seller, each of which is in full force and warranties contained in this Section 3.10 shall be deemed to relate to effect. There has occurred no material default, revocation or suspension under any intellectual property matters (such matters being the subject permits, registrations, findings of Section 3.13)suitability, data privacy matters (such matters being the subject licenses, variances, exemptions, orders and approvals of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18)any Authorities.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Nevada Gold & Casinos Inc)
Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Seller Business Group is, and since August 31, 2018 has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business matters described in Section 3.5, Section 3.9, Section 3.10 and (iii) no investigation by any Governmental Body regarding a violation Section 3.11, which are excluded from the provisions of any such Law or Order applicable to this Section 3.8, the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orally.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities Company and its Subsidiaries are, and since August 31January 1, 2018 2011 have been, in compliance in all material respects with all Laws laws, statutes, ordinances, codes, rules, regulations, decrees (including the Consent Decree) judgments, injunctions and Orders orders of Governmental Authorities (collectively, “Laws”) applicable to the Principal JV EntitiesCompany or any of its Subsidiaries, including all laws relating to the collection of debts. Since January 1, 2011, neither the Company nor any of its Subsidiaries has (i) received any written notice of any administrative, civil or criminal investigation or audit by any Governmental Authority responsible for consumer protection or licensing, in each case related to debt collection practices, relating to the Company or any of its Subsidiaries or (ii) to the Knowledge of the Company (x) received any written notice from any Governmental Authority responsible for consumer protection or licensing, in each case related to debt collection practices, alleging a violation by the Company or any of its Subsidiaries of any applicable Law, (y) provided any written notice to any Governmental Authority responsible for consumer protection or licensing, in each case related to debt collection practices, regarding any violation by the Company or any of its Subsidiaries of any applicable Law or (z) received from or provided to any other Governmental Authority any written notice regarding an alleged violation by the Company or any of its Subsidiaries of an applicable Law which, in each case, individually or in the aggregate, could be materially adverse to the Company and its Subsidiaries taken as a whole, and no such notice referred to in clauses (i), (ii) or (iii) of this Section 3.8(a) remains outstanding or unresolved as of the date of this Agreement. Neither the Company nor any of its Subsidiaries is subject to any material injunction, order, judgment, ruling or decree of any Governmental Authority.
(b) The Company and each of its Subsidiaries hold (and are, and since August 31January 1, 20182011 have been, in compliance in all material respects with) all licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities required by Law for the conduct of their respective businesses as they are now being conducted which are necessary for the Company and its Subsidiaries to operate their respective businesses as currently operated (collectively, the “Company Permits”). There has occurred no Principal JV Entity material violation of, material default under or event (in each case with or without notice or lapse of time or both) giving to others any right of revocation, non-renewal, adverse modification or cancellation of, with or without notice or lapse of time or both, any such Company Permit, nor, to the Knowledge of the Company, would any such revocation, non-renewal, adverse modification or cancellation result from the consummation of the Transactions, and no suspension or cancellation of any such Company Permits is pending or, to the Knowledge of the Company, threatened. Since January 1, 2011, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Body alleging Authority regarding (i) any noncompliance material violation by the Company or any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of its Subsidiaries of any Company Permits or the failure to have any required Company Permits or (ii) any revocation, cancellation or termination of any Company Permits held by the Company or any of its Subsidiaries, and no such Law notice in either case remains outstanding or Order applicable to a Principal JV Entity is, unresolved as of the date hereof, pending or threatened in writingof this Agreement.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired Companies.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18).
Appears in 2 contracts
Samples: Merger Agreement (Asset Acceptance Capital Corp), Merger Agreement (Encore Capital Group Inc)
Compliance with Laws; Permits. (a) Except as would for such matters as, individually or in the aggregate, do not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Seller Business Group is, and since August 31, 2018 has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orally.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Comet Material Adverse Effect:
(a) Neither Comet nor any of its Subsidiaries is in violation of any applicable law, rule, regulation, directive, ordinance, code, governmental determination, guideline, Order, treaty, convention, governmental certification requirement or other binding requirement, U.S. or non-U.S., of any Governmental Entity (collectively, “Laws”), and no claim is pending or, to the knowledge of Comet, threatened with respect to any such matters.
(db) Except as would not reasonably be expected to be material to the Seller Business Group or the BusinessComet and each Subsidiary of Comet hold all permits, taken as a whole:
(i) There are no actions threatened in writing orlicenses, to Seller’s Knowledgecertifications, threatened orallyvariations, by any exemptions, Orders, franchises, consents, approvals and other authorizations of all Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof Entities (collectively, “Permits”) necessary for the conduct of their respective businesses (the “Business Manufactured ProductsComet Permits”). All Comet Permits are in full force and effect and there exists no default thereunder or breach thereof, have been Manufactured and sold Comet has no notice or knowledge that such Comet Permits will not be renewed in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirementsthe ordinary course after the Effective Time. As of the date hereof, no No Governmental Body Entity has initiated or commenced any currently pendinggiven, or threatened in writing or, to Seller’s Knowledgethe knowledge of Comet, threatened orally to initiate or commencegive, any action to enjoin the Manufactureterminate, sale cancel or distribution of reform any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired CompaniesComet Permit.
(ec) None Comet and each Subsidiary of Comet possess all Permits required for the representations present ownership and warranties contained in this operation of all its and its Subsidiaries’ assets. There exists no default or breach with respect to, and no Person or Governmental Entity has taken or, to the knowledge of Comet, threatened to take, any action to terminate, cancel or reform any such Permits. This Section 3.10 shall be deemed to 5.4 does not relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14)Tax matters, employee benefits matters (such matters being matters, labor matters, environmental matters, intellectual property matters, export control or trade matters, or the subject Foreign Corrupt Practices Act, which are the subjects of Section 3.15)Sections 5.11, employment 5.12, 5.13, 5.15, 5.16, 5.22 and labor matters (such matters being the subject of Section 3.16)5.23, tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18)respectively.
Appears in 2 contracts
Samples: Business Combination Agreement (Chicago Bridge & Iron Co N V), Business Combination Agreement (McDermott International Inc)
Compliance with Laws; Permits. (a) Except as would not reasonably be expected Since December 31, 2005, the Business has been conducted and continues to be material to the Seller Business Group or the Business, taken as a whole, (i) the Seller Business Group is, and since August 31, 2018 has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orally.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold conducted in compliance in all material respects with all applicable Permits and applicable Laws and Governmental Orders and manufacturer requirements. As applicable to the Business, any Seller (as it relates to the Business), any Transferred Entity or any of the date hereofPurchased Assets, and no Seller or any Transferred Entity has received to the Knowledge of Honeywell, any written notice of any material violation or alleged material violation of any such Law or Governmental Order.
(b) Without limiting the generality of Section 3.10(a), all exports and “deemed exports” for the Business have been made in all material respects in accordance with U.S. export controls rules (including the Export Administration Regulations and the International Traffic in Arms Regulations), and, to the Knowledge of Honeywell, no investigation has been initiated by any Governmental Body has initiated or commenced any Authority that is currently pending, pending or threatened in writing connection with any export transaction or relating to any audit, examination or investigation of any export activities of the Business except as would not result, in the aggregate, in material Liability to the Business or would result in any suspension of any activities of the Business that would be material to the Business. The Business is not subject to any Governmental Order, nor to the Knowledge of Honeywell is any Governmental Order threatened, that would bar it from exporting or otherwise limit its exporting activities as currently conducted, and there is no unresolved investigation or unpaid fine or penalty assessed by any Governmental Authority arising out of or related to the export transactions of the Business except as would not result, in the aggregate, in material Liability to the Business or would result in any suspension of any activities of the Business that would be material to the Business.
(c) Without limiting the generality of Section 3.10(a), no Seller, Transferred Entity or, to Seller’s Knowledge, threatened orally to initiate or commencethe Knowledge of Honeywell, any action of their respective directors, officers, agents, representatives or employees (in their capacity as directors, officers, agents, representatives or employees) has, with respect to enjoin the ManufactureBusiness: (i) used any funds for unlawful contributions, sale gifts, entertainment or distribution other unlawful expenses relating to political activity in respect of the Business; (ii) directly or indirectly, paid or delivered any fee, commission or other sum of money or item of property, however characterized, to any finder, agent, or other party acting on behalf of or under the auspices of a governmental official or Governmental Authority, in the United States or any other country, which is in any manner illegal under any Law of the United States or any other country having jurisdiction; or (iii) made any payment to any customer or supplier of the Seller or any officer, director, partner, employee or agent of any Business Manufactured Product. To Seller’s Knowledgesuch customer or supplier for an unlawful reciprocal practice, no Business Manufactured Product is adulteratedor made any other unlawful payment or given any other unlawful consideration to any such customer or supplier or any such officer, mislabeled director, partner, employee or misbranded (or similar terms under applicable Laws and Orders)agent, in respect of the Business, except as would not reasonably be expected to be result, in the aggregate, in material Liability to the Business.
(d) Sellers and the Transferred Entities have all material Permits that are necessary to the conduct the Business as presently being conducted. Sellers and the Transferred Entities are in compliance with, and for the past three years have been in compliance with, all such material Permits in all material respects. All such material Permits are in full force and effect. To the Knowledge of Honeywell, the Business is not being conducted in material violation or the Acquired Companiesmaterial default of such Permits, and no Seller or any Transferred Entity has received any written notification from any Governmental Authority threatening to revoke any such Permit.
(e) None of Notwithstanding the foregoing, the representations and warranties contained in this Section 3.10 shall be deemed do not apply to relate to any intellectual property Taxes, Intellectual Property, Environmental Laws, employee, labor and benefit plan matters, which subject matters (such matters being the subject of Section 3.13)are covered in their entirety and exclusively under Sections 3.7, data privacy matters (such matters being the subject of Section 3.14)3.8, employee benefits matters (such matters being the subject of Section 3.15)3.11, employment 3.12 and labor matters (such matters being the subject of Section 3.16)3.18, tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18)respectively.
Appears in 2 contracts
Samples: Stock and Asset Purchase Agreement (Honeywell International Inc), Stock and Asset Purchase Agreement (Be Aerospace Inc)
Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be material set forth on Schedule 6.18(a), Sellers, as relates to the Seller Business Group Business, and the Subsidiaries in each case have complied and are in compliance, in all material respects, with all Laws applicable to their respective operations or assets or the Business. No Seller, taken as a whole, (i) the Seller Business Group is, and since August 31, 2018 has been, in compliance in all respects with all Laws and Orders applicable relates to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member or any Subsidiary has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member of or been charged with the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orallyLaws.
(b) Except as would not reasonably be expected to be material to the Seller Business Group set forth on Schedule 6.18(b)(i), Sellers or the BusinessSubsidiaries currently have all Permits which are material and required for the operation of the Business as presently conducted. No Seller (in respect of its operation of the Business as currently conducted) or Subsidiary is in default or violation (and no event has occurred which, taken as with notice or the lapse of time or both, would constitute a whole, (i) the Principal JV Entities are, and since August 31, 2018 have beendefault or violation), in compliance any material respect, of any term, condition or provision of any material Permit to which it is a party. Except as set forth in Schedule 6.18(b)(ii), all respects with all Laws such Permits may be assigned by Sellers to Purchaser (and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are Subsidiaries remain valid and in full force and effect and effect) upon the Seller Business Group isconsummation of the transaction contemplated in this Agreement. Sellers have not received any written notice that any Governmental Body will revoke, and has been since August 31cancel, 2018rescind, intentionally modify or refuse to renew in compliance in with all such Permits, except where the failure to obtain ordinary course any such Permit or to be valid Permit.
(c) International is a “non-Canadian” within the meanings of the Investment Canada Act (Canada) and International complied with the requirements of the Investment Canada Act (Canada) upon its initial investment in full force and effect or to be Canada in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effectconnection with BancTec Canada.
(d) Except as would not reasonably be expected to be material to To the Seller Business Group or Knowledge of Sellers, neither the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by Sellers nor any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product Subsidiaries is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired Companies.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13)any investigation, data privacy matters (such matters being inquiry or proceedings by any relevant government body, agency or authority in connection with any actual or alleged infringement of the subject Competition Law of Section 3.14), employee benefits matters (such matters being any jurisdiction in which any of the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18)Subsidiaries conducts business.
Appears in 1 contract
Samples: Purchase Agreement (Banctec Inc)
Compliance with Laws; Permits. (a) Except The Company and each of its Subsidiaries are, and since January 1, 2021 have been, in compliance with all Applicable Laws, except as would not reasonably be expected to be material to the Seller Business Group or the Business, Company and its Subsidiaries (taken as a whole). To the Knowledge of the Company, (i) neither the Seller Business Group is, and since August 31, 2018 has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received Company nor any written or, to Seller’s Knowledge, oral notice from of its Subsidiaries nor any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business of their respective assets is under investigation with respect to any such Law or Order applicable has been threatened to the Business and (iii) no investigation by be charged with or given notice of, nor has any Governmental Body regarding a Authority notified the Company or any of its Subsidiaries in writing of its intent to conduct an investigation of, any violation of any Applicable Law, except for such Law investigations or Order applicable charges which would not reasonably be expected to be have, individually or in the Business isaggregate, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orallya Company Material Adverse Effect.
(b) Except as would not reasonably be expected to be material to have, individually or in the Seller Business Group or the Businessaggregate, taken as a wholeCompany Material Adverse Effect, (i) the Principal JV Entities areCompany and its Subsidiaries are in possession of, and since August 31, 2018 have been, in compliance in with, all respects with all Laws Permits necessary for those entities to carry on their respective businesses as now being conducted, under and Orders applicable pursuant to the Principal JV Entities. Applicable Laws, (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any all such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and (iii) no suspension, cancellation, withdrawal or revocation thereof is pending or threatened.
(c) The Company and each of its Subsidiaries and their respective directors and officers (in each case, to the Seller Business Group isextent acting for or on behalf of the Company or any Subsidiary), and, to the Knowledge of the Company, their respective employees, consultants and has agents (in each case, to the extent acting for or on behalf of the Company or any Subsidiary), are and for the past five years have been since August 31, 2018, in compliance with Anti-Corruption Laws in all material respects and have not (i) used any corporate funds for unlawful contributions, gifts, entertainment or other expenses related to political activity; (ii) made any unlawful payments to any government officials; or (iii) otherwise made any unlawful bribe, rebate, payoff, influence payment, kickback or similar payment in violation of any applicable Anti-Corruption Law. The Company and each of its Subsidiaries have adopted, maintained and adhered to compliance policies and procedures and a system of internal controls reasonably designed to ensure compliance with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse EffectAnti-Corruption Laws.
(d) Except as would not reasonably be expected to be material None of the Company or any of its Subsidiaries or their respective directors and officers (in each case, to the Seller Business Group extent acting for or on behalf of the BusinessCompany or any of its Subsidiaries), taken as a whole:
and, to the Knowledge of the Company, no employee, consultant or agent thereof (in each case, to the extent acting for or on behalf of the Company or any of its Subsidiaries), for the past five years: (i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend is or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
has been a Sanctioned Person; (ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, has transacted business with or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, for the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution benefit of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled Sanctioned Person or misbranded otherwise violated Sanctions; or (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired Companiesiii) has violated any Ex-Im Law.
(e) None of Neither the representations and warranties contained in this Section 3.10 shall be deemed to relate to Company nor any intellectual property matters (such matters being Subsidiary has been for the past five years the subject of Section 3.13)any allegation or enforcement Proceeding, data privacy matters (such matters being nor to the subject Knowledge of Section 3.14)the Company, employee benefits matters (such matters being the subject any inquiry or investigation, regarding any possible violation of Section 3.15)applicable Anti-Corruption Laws, employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) Ex-Im Laws or environmental matters (such matters being the subject of Section 3.18)Sanctions.
Appears in 1 contract
Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be material to set forth in Section 3.16(a) of the Seller Business Group or Disclosure Letter, each of the Business, taken as a whole, (i) Company and the Seller Business Group Division Entities is, and since August December 31, 2018 2005 has been, in compliance in all respects with all applicable Laws and Orders applicable with respect to the Seller Business Group Division and the Business, except where such non-compliance would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; provided, however, that the provisions of this Section 3.16(a) shall not apply to: (i) ERISA and other Laws applicable to the Benefit Plans, which are addressed in Section 3.13 hereof; (ii) since August 31Laws regarding the payment of Taxes, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and which are addressed in Section 3.14 hereof; (iii) no investigation by any Governmental Body Laws regarding a violation of any such Law or Order applicable to the Business isemployment and employment practices, as of the date which are addressed in Section 3.17 hereof; (iv) Environmental Laws, which are addressed in Section 3.18 hereof, pending or threatened and (v) Healthcare Laws, which are addressed in writing or, to Seller’s Knowledge, threatened orallySection 3.19 hereof.
(b) Except as set forth in Section 3.16(b) of the Disclosure Letter and as would not not, individually or in the aggregate, reasonably be expected to be material to the Seller Business Group or the Business, taken as result in a whole, Material Adverse Effect: (i) each Facility possesses all permits, certificates, licenses, qualifications, approvals, governmental franchises and other authorizations and rights ("Permits") presently required or necessary to own or lease, as the Principal JV Entities arecase may be, and since August 31, 2018 have been, in compliance in all respects with all Laws to operate its respective properties and Orders applicable to the Principal JV Entities. carry on its respective businesses as presently conducted; (ii) since August 31each Facility has fulfilled and performed all of its obligations with respect to such Permits and no event has occurred which allows, 2018or after notice or lapse of time would allow, no Principal JV Entity revocation or the termination thereof or results in any other impairment of the rights of the holder of any such Permits; and (iii) none of the Facilities has received any written notice from of the institution of any Governmental Body alleging any noncompliance by any Principal JV Entity with respect proceeding to revoke any such Law Permits. Copies of all Permits in Seller’s custody, control or Order applicable possession have been delivered to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable otherwise made available to a Principal JV Entity isBuyer. All material Permits, as shown on Section 3.16(b) of the date hereofDisclosure Letter, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and no Litigation is pending nor, to the Knowledge of Seller Business Group isor the Company, and has been since August 31is threatened to revoke or terminate any Permit or declare any Permit invalid in any material respect. The foregoing notwithstanding, 2018, in compliance in with all such the provisions of this Section 3.16(b) shall not apply to Environmental Permits, except where the failure to obtain any such Permit or to be valid and which are addressed in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse EffectSection 3.18 hereof.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired Companies.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18).
Appears in 1 contract
Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be material to The Sellers and the Seller Business Group or Acquired Companies are and, during the Businessthree year period ending on the date hereof, taken as a whole, (i) the Seller Business Group is, and since August 31, 2018 has been, have been in compliance in all material respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business each Law with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as conduct of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orallyBusiness.
(b) Except as would not reasonably be expected All Permits necessary to be material run the Business and/or necessary to run the businesses of the Acquired Companies are listed on Section 4.17(b) of the Seller Business Group Disclosure Schedule (the “ITO Permits”). The ITO Permits are either currently held, or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, will be held as of the date hereofClosing, pending or threatened in writing.
(c) All by the Acquired Companies and such ITO Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
(i) There Sellers and/or Acquired Companies are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits the terms and applicable Laws and Orders and manufacturer requirements. As conditions of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired Companiessuch ITO Permits.
(ec) None No Seller or Acquired Company, nor, to the Knowledge of the representations Sellers, any agent acting at any of their direction has provided, received, offered, gifted or promised, directly or knowingly through another person, anything of value to any Governmental Authority or any Person acting for or on behalf of any Governmental Authority, for the purpose of: (i) influencing any act or decision of such Governmental Authority in their official capacity, inducing such Governmental Authority to do or omit to do any act in violation of their lawful duty, or securing any improper advantage for any Acquired Company; or (ii) inducing such Governmental Authority to use his or her influence to affect or influence any act or decision of any Governmental Authority, in each of (i) and warranties contained (ii) in this Section 3.10 order to assist any Acquired Company in obtaining or retaining business or service. Within the past three years, the Sellers and the Acquired Companies (and their respective predecessors) have complied in all material respects with the Foreign Corrupt Practices Act of 1977, and with the applicable provisions of the U.S. Bank Secrecy Act, the USA PATRIOT Act of 2001 and other applicable anti-money laundering applicable Laws. The Sellers and the Acquired Companies utilize controls procedures and an internal accounting controls system sufficient to provide reasonable assurances that violations of applicable anti-bribery or anti-money laundering Laws will be prevented and detected.
(d) The PL Seller ITO Assets constitute an organized part of enterprise in the meaning of Polish tax and civil law and shall be deemed of an equal or higher value than the increase of the share capital of PL Acquired Company and sufficient to relate to any intellectual property matters (such matters being cover the subject nominal value of Section 3.13), data privacy matters (such matters being all the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18)Additional Stock.
Appears in 1 contract
Samples: Contribution and Stock Purchase Agreement (Acxiom Corp)
Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be material to Each of the Seller Business Group businesses of the Company or the Business, taken as a whole, (i) the Seller Business Group any Company Subsidiary is, and since August 31January 1, 2018 2012, has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orally.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold conducted in compliance in all material respects with all Laws applicable to the Company or such Company Subsidiary or by which any property, asset or right of the Company or such Company Subsidiary is bound, (b) the Company is in compliance in all material respects with the applicable listing, corporate governance and other rules and regulations of the Nasdaq, (c) each of the Company and each Company Subsidiary, and any Person acting on their behalf, holds all material Permits necessary for the lawful conduct of its business and the ownership, use, occupancy and operation of its assets and properties, (d) the Company and each Company Subsidiary is in compliance in all material respects with the terms of such Permits and applicable Laws such Permits are in full force and Orders and manufacturer requirements. As of the date hereofeffect, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired Companies.
(e) None no such Permit shall cease to be effective as a result of the representations transactions contemplated by this Agreement, including the Offer and warranties contained the Merger, (f) neither the Company nor any of its Subsidiaries has received any written communication since January 1, 2012 from any Governmental Entity or employee, licensee, licensor, vendor or supplier of the Company or any of its Subsidiaries that alleges that the Company or any of its Subsidiaries is not in this Section 3.10 shall be deemed to relate compliance in all material respects with, or is subject to any intellectual property matters liability under, any material Permit, Law or Order or relating to the revocation or modification of any material Permit, and (g) neither the Company nor any of its Subsidiaries has received any written notice that any investigation or review by any Governmental Entity is pending with respect to the Company or any of its Subsidiaries or any of the properties, assets or operations of the Company or any of its Subsidiaries or that any such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) investigation or environmental matters (such matters being the subject of Section 3.18)review is contemplated.
Appears in 1 contract
Samples: Merger Agreement (Sutron Corp)
Compliance with Laws; Permits. (a) Except as set forth in Schedule 3.10(a) or as would not reasonably be expected to be material to the Seller ADS Business Group or (in respect of the BusinessADS Assets and the ADS Companies), the ADS Assets, and the ADS Companies, taken as a whole, : (i) the Seller Business Group isADS Business, the ADS Companies and the ADS Assets are being operated, and since August 31, 2018 has beenin the past three (3) years have been operated, in compliance in all respects with all applicable Laws, Orders and ADS Permits; and (ii) none of the ADS Companies, nor any of the ADS Sellers in respect of the ADS Assets or the ADS Business has received, during the past three (3) years (or earlier if remaining unresolved), any written communication, or, to the Knowledge of the ADS Sellers, oral communication from a Governmental Authority that alleges any, and, to the Knowledge of the ADS Sellers, there is no investigation pending by a Governmental Authority with respect to any, violation of any Laws and or Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as conduct of the date hereof, pending ADS Business or threatened in writing or, to Seller’s Knowledge, threatened orallyby which any ADS Asset is bound or affected.
(b) Except as set forth on Schedule 3.10(b)(1) or as would not reasonably be expected to be material to the Seller ADS Business Group or (in respect of the BusinessADS Assets and the ADS Companies), the ADS Assets, and the ADS Companies, taken as a whole, : (i) each of the Principal JV Entities areADS Companies or the ADS Sellers, as applicable, has, and since August 31in the past three (3) years has had, 2018 have beenall ADS Permits (which ADS Permits include all ADS Permits issued pursuant to, or in compliance in all respects with all Laws respect of, any Environmental Law) necessary to enable it to conduct the ADS Business and Orders applicable to operate the Principal JV Entities. ADS Assets and the assets and properties of the ADS Companies as are currently conducted or operated; and (ii) since August 31each ADS Company and ADS Seller, 2018as applicable, no Principal JV Entity is and has been in compliance with the terms and conditions of all ADS Permits and all of the ADS Permits are currently valid, in good standing and in full force and effect. None of the ADS Companies nor any of the ADS Sellers, as applicable, has received any written notice or, to the Knowledge of the ADS Sellers, oral notification from any Governmental Body alleging Authority of its intent to suspend, terminate or materially and adversely modify any noncompliance by any Principal JV Entity with material ADS Permit. Schedule 3.10(b)(2) sets forth a complete list of all ADS Permits that are material to the ADS Business (in respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereofADS Assets and the ADS Companies) , pending the ADS Assets, and the ADS Companies, taken as a whole (including such ADS Permits issued pursuant to, or threatened in writingrespect of, any Environmental Law).
(c) All Permits required for Each ADS Seller (to the Seller Business Group extent it relates to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect ADS Business), each ADS Company and the Seller Business Group ADS Business, and each of their respective directors, officers, and to the Knowledge of the ADS Sellers, employees and agents, and any other Person acting on behalf of any of the foregoing, is, and in the last five (5) years has been since August 31, 2018been, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effectapplicable Anti-Corruption Laws.
(d) Except as would not reasonably be expected to be material None of the ADS Sellers (to the Seller extent it relates to the ADS Business), none of the ADS Companies, nor the ADS Business Group nor any director or officer of the ADS Sellers, the ADS Parent or the BusinessADS Companies or, taken as a whole:
to the Knowledge of the ADS Sellers, any other Person acting on its behalf has offered, given, authorized, or promised, anything of value, directly or indirectly, to any Person, including to any Public Official, for the purpose of (i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by improperly influencing any Governmental Body to suspend official act or deny the distribution, supply or marketing decision of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
Person; (ii) Since August 31, 2018, all Products Manufactured by inducing such Person to do or omit to do any act in violation of a Seller Business Group Memberlawful duty; or (iii) securing any improper benefit or favor for the ADS Companies, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the ADS Business or the Acquired Companiesin connection with this Agreement.
(e) No officers, directors, majority owners or, to the Knowledge of the ADS Sellers, employees, in each case, of any ADS Company is a Public Official.
(f) None of the representations and warranties contained in this Section 3.10 shall be deemed ADS Sellers (to relate the extent it relates to the ADS Business), nor any of the ADS Companies has made a voluntary, directed, or involuntary written disclosure, or to the Knowledge of the ADS Sellers, oral disclosure to any intellectual property matters Governmental Authority (such matters being including but not limited to the subject U.S. Department of Section 3.13)Justice, data privacy matters (such matters being the subject of Section 3.14)U.S. Securities Exchange Commission, employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17or U.K. Securities Fraud Office) with respect to any alleged act or environmental matters (such matters being the subject of Section 3.18)omission arising under or relating to any non-compliance with any Anti-Corruption Law.
Appears in 1 contract
Samples: Securities and Asset Purchase Agreement (Advanced Disposal Services, Inc.)
Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Seller Business Group isThe Sellers are, and since August 31, 2018 has have at all times been, in material compliance in all respects with all Laws and Orders applicable to the (including Marijuana Laws other than Federal Marijuana Laws). No Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging Authority or any noncompliance other Person of any failure to comply with any Law applicable to the conduct of the Business or the ownership and use of the Assets, and to the Knowledge of the Sellers, there has been no failure by any Seller Business Group Member or the Business to comply with respect to any such Law or Order applicable to Law. To the Business and (iii) Knowledge of the Sellers, there is no investigation by any a Governmental Body regarding a violation Authority pending or threatened (and no Seller has previously received notice of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, investigation) against any Seller related to Seller’s Knowledge, threatened orallythe conduct of the Business or the ownership and use of the Assets.
(b) Except as would not reasonably be expected to be material to Section 2.12(b) of the Seller Business Group or the Business, taken as Disclosure Schedule contains a whole, (i) the Principal JV Entities are, complete and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance accurate list of each Permit that is held by any Principal JV Entity with respect to any Seller. Each such Law or Order applicable to such Principal JV Entity and (iii) no investigation Permit held by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are is valid and in full force and effect and effect. Except as set forth in Section 2.12(b) of the Disclosure Schedule, (i) each Seller Business Group is, and has been since August 31been, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereofterms and requirements of each of its Permits, (ii) no Governmental Body event has initiated occurred or commenced any currently pendingcircumstance exists that may result in the revocation, withdrawal, suspension, cancellation or termination of, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commenceany modification to, any action to enjoin the Manufacture, sale Permit; (iii) no Seller has received any notice or distribution from any Governmental Authority or any other Person regarding (A) any actual or potential violation of any Business Manufactured Product. To Seller’s KnowledgePermit or (B) any actual or potential revocation, no Business Manufactured Product is adulteratedwithdrawal, mislabeled suspension, cancellation, termination of or misbranded modification of any Permit; and (or similar terms under applicable Laws iv) all applications for renewal and Orders), except as would not reasonably be expected other filings required to be material have been made with respect to the Business or Sellers’ Permits have been duly made on a timely basis with the Acquired Companies.
(eappropriate Governmental Authorities. The Permits identified in Section 2.12(b) None of the representations Disclosure Schedule collectively constitute all of the Permits necessary to enable the Sellers to conduct and warranties contained operate the Business and to own and use the Assets as currently conducted, owned and used in this Section 3.10 shall be deemed to relate to any intellectual property matters compliance with all Laws (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18including Marijuana Laws other than Federal Marijuana Laws).
Appears in 1 contract
Compliance with Laws; Permits. (a) Except The businesses of Parent and the Parent Subsidiaries are conducted in compliance with all Laws applicable to Parent or any Parent Subsidiary, except for instances of non-compliance as would not reasonably be expected likely to be material to Parent and the Seller Business Group or the BusinessParent Subsidiaries, taken as a whole. No investigation, (i) the Seller Business Group is, and since August 31, 2018 has been, in compliance in all respects audit or review by any Governmental Authority with all Laws and Orders applicable respect to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received Parent or any written Parent Subsidiary or any of their assets is pending or, to Seller’s Knowledgethe Knowledge of Parent, oral notice from threatened, nor has any Governmental Body alleging any noncompliance by any Seller Business Group Member Authority notified Parent of its intention to conduct the same, except for such investigations or reviews the Business with respect outcome of which have not been and are not reasonably likely to any such Law or Order applicable be material to Parent and the Business and (iii) no investigation by any Governmental Body regarding Parent Subsidiaries, taken as a violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orally.whole. TABLE OF CONTENTS
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Businesshave a Parent Material Adverse Effect, taken as a wholesince September 28, 2013, (i) the Principal JV Entities areParent and its Affiliates, directors, officers and since August 31, 2018 employees have been, in compliance complied in all material respects with all the Fraud and Bribery Laws and Orders applicable to the Principal JV Entities. (ii) since August 31neither Parent, 2018any of the Parent Subsidiaries nor, no Principal JV Entity has received to the Knowledge of Parent, any written notice from of Parent’s Affiliates, directors, officers, employees, agents or other representatives acting on Parent behalf have directly or indirectly, in each case, in violation of any Governmental Body alleging Fraud and Bribery Laws: (A) used any noncompliance by corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (B) offered, promised, paid or delivered any Principal JV Entity with respect fee, commission or other sum of money or item of value, however characterized, to any finder, agent or other party acting on behalf of or under the auspices of a governmental or political employee or official or governmental or political entity, political agency, department, enterprise or instrumentality, in the United States or any other country, (C) made any payment to any customer or supplier, or to any officer, director, partner, employee or agent of any such customer or supplier, for the unlawful sharing of fees to any such Law customer or Order applicable supplier or any such officer, director, partner, employee or agent for the unlawful rebating of charges, (D) engaged in any other unlawful reciprocal practice, or made any other unlawful payment or given any other unlawful consideration to any such Principal JV Entity and customer or supplier or any such officer, director, partner, employee or agent of such customer or supplier, or (iiiE) no investigation by taken any Governmental Body regarding a action or made any omission in violation of any such Law applicable Laws governing imports into or Order applicable exports from the United States or any foreign country, or relating to a Principal JV Entity iseconomic sanctions or embargoes, as of the date hereofcorrupt practices, pending money laundering, or threatened in writingcompliance with unsanctioned foreign boycotts.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to have a Parent Material Adverse Effect, since November 1, 2013, none of Parent, any of the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing Parent Subsidiaries or, to Seller’s Knowledgethe Knowledge of Parent, threatened orallyany of their respective directors, by officers, employees or agents has violated any economic sanctions Laws. Since November 1, 2013, Parent and the Parent Subsidiaries have made no material voluntary disclosures to any Governmental Body to suspend Authority under applicable economic sanctions Laws or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member orexport control Laws and, to Seller’s Knowledge, sold or Manufactured by any Person on behalf the Knowledge of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”)Parent, have not been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired Companies.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (any material investigation or material inquiry by a Governmental Authority regarding compliance with such matters being the subject of Section 3.14), employee benefits matters (Laws or have been assessed any material fine or material penalty under such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18)Laws.
Appears in 1 contract
Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be material to the Seller Business Each Group or the Business, taken as a whole, (i) the Seller Business Group is, Company is and since August 31, 2018 has been, been in compliance in all material respects with all Laws Laws. No Group Company has been charged with, and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business is not now under investigation with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding to, a violation of any such Law or Order applicable to Law. No Group Company has received any communication during the Business is, as of the date hereof, pending or threatened past five (5) years from a Governmental Authority that alleges that any Group Company is not in writing or, to Seller’s Knowledge, threatened orallycompliance with any Law.
(b) Except as would not reasonably be expected to be material to the Seller Business The Group or the Business, taken as a whole, Companies (i) the Principal JV Entities arehold, and since August 31, 2018 have been, are in compliance in all material respects with the terms of, all Laws and Orders applicable Permits that are necessary to enable the Principal JV Entities. Group Companies to conduct their business, all of which are listed on Section 5.17(b) of the Disclosure Schedule, (ii) since August 31, 2018, no Principal JV Entity has have not received any written notice from of the institution of any Governmental Body alleging any noncompliance by any Principal JV Entity with respect Action to revoke any such Law Permits or Order applicable alleging that any Group Company fails to hold such Principal JV Entity Permits, and (iii) no investigation by have not received any Governmental Body regarding a violation notice that any loss or expiration of any such Law Permit is pending, other than expiration in accordance with the terms thereof, and, to the Company’s Knowledge, there is no threatened or Order applicable to a Principal JV Entity isreasonably foreseeable loss or expiration of any Permit, as of other than expiration in accordance with the date hereof, pending or threatened in writing.
(c) All terms thereof. The Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and none of the Seller Business Group isPermits will be terminated or impaired or become terminable as a result of the Transactions
(c) With respect to any securities of the Company to be transferred hereunder in reliance on Rule 506 under the Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Transactions, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of transfer (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any Disqualification Event, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has been since August 31, 2018, in compliance in with all such Permits, except where the failure furnished to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have Acquiror a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing copy of any products or services currently disclosures provided by any Seller Business Group Member or to seize or detain on import any such productsthereunder.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired Companies.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18).
Appears in 1 contract
Samples: Stock Acquisition Agreement (Optimus Healthcare Services, Inc.)
Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be material to Since January 1, 2016, each of the Seller Business Group or the Business, taken as a whole, (i) the Seller Business Group is, and since August 31, 2018 Subsidiaries has been, been in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business Subsidiaries or any of their assets and (iii) no investigation by any Governmental Body regarding a violation properties, and none of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orally.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity Subsidiaries has received any written notice from a Governmental Authority alleging noncompliance, except in each case as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect. To the Knowledge of Seller, no investigation or review by any Governmental Body alleging any noncompliance by any Principal JV Entity Authority with respect to any such Law the Business Subsidiaries or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity isthe Business is pending or, as of the date hereofof this Agreement, pending or threatened in writing.
(c) All Permits required for the Seller Business Group threatened, nor has any Governmental Authority indicated an intention to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permitssame, except where for such investigations or reviews the failure to obtain any such Permit outcome of which would not, individually or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31aggregate, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(db) Except Since January 1, 2016, the Business Subsidiaries are and have been in possession of, and in compliance with, all Permits necessary to carry on the Business as conducted, and all such Permits are in full force and effect and are not subject to any Action that would not reasonably be expected to result in any modification, termination or revocation thereof, except, in each case, as would not, individually or in the aggregate, reasonably be material expected to have a Business Material Adverse Effect.
(c) None of the Business Subsidiaries or, to the Seller Knowledge of Seller, any current or former director, officer or employee, or any Person acting for or on behalf of any of the Business Group or the Business, taken as a whole:
Subsidiaries is (i) There are no actions threatened in writing ora Person listed on any sanctions-related list of Designated Persons maintained by the Office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31a Person operating, 2018, all Products Manufactured by organized or resident in a Seller Business Group Membercountry or region which is itself the subject of any sanctions (“Sanctioned Country”), or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold (iii) any Person owned or Manufactured controlled by any Person on behalf or Persons specified in clauses (i) or (ii) above or otherwise the subject of a Seller Business Group Membersanctions (together, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured ProductsSanctioned Persons”), have been Manufactured and sold . Each of the Business Subsidiaries is in compliance in all material respects with all applicable Permits sanctions and applicable Laws and Orders and manufacturer requirements. As of the date hereof, no Governmental Body has initiated or commenced is not (i) engaged in any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as activity that would not reasonably be expected to be result in any Business Subsidiary being designated as a Sanctioned Person or (ii) engaged, directly or indirectly, in any business or transactions with any Sanctioned Person or in any Sanctioned Country, or in any manner that would result in the violation of sanctions by any Person, including Purchaser or any Affiliate thereof.
(i) Since January 1, 2016, the Business Subsidiaries and, to the Knowledge of Seller, their respective current or former officers, directors, employees and agents, acting in such capacity, have been in compliance in all material respects with: (A) the provisions of the U.S. Foreign Corrupt Practices Act of 1977, as amended (15 U.S.C. § 78dd-1, et seq.) (“FCPA”) to the extent applicable to the Business Subsidiaries and such officers, directors, employees and agents, and (B) the provisions of applicable anti-bribery, anti-corruption and anti-money laundering Laws of each jurisdiction in which the Business Subsidiaries operate or have operated since January 1, 2016. Since January 1, 2016, none of the Acquired CompaniesBusiness Subsidiaries or, to the Knowledge of Seller, their respective current or former officers, directors, employees and agents 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 national, provincial, municipal or other Government Official or any political party or candidate for political office for the purpose of corruptly influencing any act or decision of such official or of the government to obtain or retain business, or direct business to any person or to secure any other improper benefit or advantage, in each case in violation of any of the FCPA or any Laws described in clause (B) of the immediately preceding sentence.
(eii) None The Company and its Subsidiaries have instituted and maintain policies and procedures reasonably designed to ensure compliance with the FCPA and other applicable anti-bribery and anti-corruption Laws in each jurisdiction in which the Business Subsidiaries operate.
(iii) Neither the Company nor any of the representations and warranties contained in this Section 3.10 shall be deemed to relate its Subsidiaries is subject to any intellectual property matters (such matters being actual, pending civil, criminal, or administrative actions, suits, demands, claims, hearings, settlements, and to the subject Knowledge of Section 3.13)Seller, data privacy matters (such matters being notices of violation, investigations, proceedings, demand letters, or enforcement actions, or, since January 1, 2016, has made any voluntary disclosures to any Governmental Authority, involving the subject Company or any of Section 3.14)its Subsidiaries relating to the FCPA or any other applicable anti-bribery, employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) anti-corruption or environmental matters (such matters being the subject of Section 3.18)anti-money laundering Laws.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Acxiom Corp)
Compliance with Laws; Permits. (a) Except as would not set forth in Schedule 3.14(a), since January 1, 2013 (i) the Acquired Entities have conducted the Business in material compliance with all Laws relating to the operation and conduct of the Business or any of its properties or facilities in all material respects; and (ii) none of the Acquired Entities have received (x) written notice of any violation, alleged violation or potential violation of any such Laws, (y) to the Seller Parties’ Knowledge, any non-written notice of any violation, alleged violation or potential violation of any such Laws that would, individually or in the aggregate, reasonably be expected to be material to the Seller Business Group or the Business, taken as a wholeor (z) any actual, (i) alleged, or potential obligation on the Seller Business Group is, and since August 31, 2018 has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation part of any such Law Acquired Entity to undertake, or Order applicable to the Business is, as bear all or any portion of the date hereofcost of, pending any remedial action that would, individually or threatened in writing orthe aggregate, to Seller’s Knowledge, threatened orally.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(cb) All Permits required for No event has occurred, and no condition exists, that would reasonably be expected to (with or without notice or lapse of time) constitute or result directly or indirectly in (x) a material violation by any Acquired Entity of, or a failure on the Seller Business Group part of any Acquired Entity to comply with, any Law relating to the operation and conduct of the Business have been obtained by a Seller Business Group Member or any of its properties or facilities or (and following y) any obligation on the Restructuring will be held by an part of any Acquired Company) and are valid and in full force and effect and the Seller Business Group isEntity to undertake, and has been since August 31, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and bear all or any portion of the cost of, any remedial action that would, individually or in full force and effect or to be in compliance therewith would not the aggregate, reasonably be expected to be material to the Seller Business Group Business.
(c) None of the Acquired Entities or any director, officer, agent, employee or other Person acting on behalf of any of the Acquired Entities (in their capacity as director, officer, agent, or employee), has at any time since January 1, 2013: (i) used any corporate funds of the Acquired Parent Entities or any Subsidiary for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity in respect of the Business. Since August 31, 2018or failed to disclose fully any such contribution in violation of applicable laws; (ii) directly or indirectly, no Governmental Body has threatened in writing orpaid or delivered any fee, commission or other sum of money or item of property, however characterized, to Seller’s Knowledgeany finder, threatened orallyagent or other party acting on behalf of or under the auspices of a governmental official or Governmental Entity, in the United States or any other country, which is in any manner illegal under any Law of the United States or any other country having jurisdiction; or (iii) made any unlawful payment or given any other unlawful consideration to revokeany customer, suspendagent, limitdistributor or supplier of the Acquired Entities or any director, vary officer, agent, or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effectemployee of such customer or supplier.
(d) Except as would The Acquired Entities are in possession of all Permits necessary for the Acquired Entities to own, lease and operate their respective properties, other than those Permits set forth on Schedule 3.14(d) that are not reasonably be expected to be material to the Seller Business Group or the Business, taken or to conduct the Business consistent with past practice. All applications for or renewals of all such material Permits have been timely filed and made and no such Permit will expire or be terminated as a whole:
(i) There result of the consummation of the transactions contemplated by this Agreement. All of such Permits are no actions threatened in writing orfull force and effect and will remain in full force and effect immediately following the Closing, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny and the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold Acquired Entities are in compliance with the foregoing in all material respects without any conflict with all applicable Permits and applicable Laws and Orders and manufacturer requirementsthe valid rights of others. As of the date hereof, There is no Governmental Body has initiated or commenced any currently Action pending, or threatened in writing orto the Seller Parties’ Knowledge, threatened, nor has any Acquired Entity received any notice (written or non-written) from any Governmental Entity, to Seller’s Knowledgerevoke, threatened orally cancel, refuse to initiate renew or commence, adversely modify any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be such material to the Business or the Acquired CompaniesPermit.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18).
Appears in 1 contract
Samples: Equity Securities Purchase Agreement (Meridian Waste Solutions, Inc.)
Compliance with Laws; Permits. (a) Sellers and their respective Subsidiaries are in compliance, in all material respects, with all Laws applicable to the Business. Except as related to or as a result of the filing or pendency of the Bankruptcy Cases, since August 1, 2017 (i) no Seller or any Subsidiary thereof has received any written notice of, or been charged with, the material violation of any Laws and (ii) to the Knowledge of Sellers, no event has occurred or circumstance exists that (with or without notice, passage of time, or both), individually or in the aggregate, would constitute or result in a failure by any Seller or any of its Subsidiaries to comply, in any material respect, with any applicable Law. Except as related to or as a result of the filing or pendency of the Bankruptcy Cases, no investigation, review or Litigation by any Governmental Authority in relation to any actual or alleged material violation of Law by any Seller or any of its Subsidiaries is pending or, to the Knowledge of Sellers, threatened, nor has any Seller or any of its Subsidiaries received any written notice from any Governmental Authority indicating an intention to conduct the same.
(b) Sellers have all Permits which are required for the operation of the Business as presently conducted, and all such Permits are valid and in full force and effect, except where the absence of which, individually or in the aggregate, would not be reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole. Sellers and their respective Subsidiaries are not in default or violation (and no event has occurred which, (i) the Seller Business Group is, and since August 31, 2018 has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to lapse of time or both, would constitute a default or violation) of any such Law term, condition or Order applicable to provision of any Permit required for the operation of the Business as presently conducted and (iii) no investigation by any Governmental Body regarding a to which they are parties, except where such default or violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orally.
(b) Except as would not be reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for Each Seller, its Subsidiaries, their respective directors, officers and employees, and to the Seller Business Group Knowledge of Sellers, each Seller’s and its Subsidiaries’ agents and representatives are and have, since August 1, 2017 been in compliance with (i) any economic sanctions laws or regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. State Department, the United Nations, Canada, the European Union, or the United Kingdom (“Sanctions”) (ii) any laws or regulations concerning (a) the importation of merchandise or items (including technology, services, and software), including but not limited to conduct those administered by U.S. Customs and Border Protection or the Business U.S. Department of Commerce, and (iii) any Laws concerning the exportation or re-exportation of items (including technology, services, and software), including but not limited to those administered by the U.S. Department of Commerce (collectively, “Trade Controls”). None of the Sellers, their respective Subsidiaries or any of the foregoing’s respective officers, directors, agents, employees, or any third party acting on their behalf (A) is or has been designated on any sanctions-related list of restricted or sanctioned persons maintained by the United States, Canada, the European Union, or the United Kingdom, including OFAC’ s list of “Specially Designated Nationals and Blocked Persons”, (B) is located in, organized under the Laws of, or resident in any country or territory that is or whose government is, or has been in the past five (5) years, the target of comprehensive sanctions imposed by the United States, Canada, European Union or United Kingdom (including Cuba, Iran, North Korea, Sudan, Syria, Venezuela, and the Crimean region of the Ukraine), or (C) owned or controlled by any Person or Persons described in clause (A) or (B). There have been obtained by a no claims, complaints, charges, investigations, voluntary disclosures, or Litigations under Trade Controls involving any Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group isor any of its Subsidiaries, and has been since August 31, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group Knowledge of Sellers, there are no pending or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary claims or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effectinvestigations involving suspect or confirmed violations thereof.
(d) Except as would Since August 1, 2017, no Seller, any of its Subsidiaries, nor any of their respective directors, officers, employees, agents, representatives, or any Person acting on their behalf has violated any applicable anti-corruption law, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, or any national and international law enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions (“Anti-Corruption Laws”) or any applicable anti- money laundering laws. No Seller or any of its Subsidiaries or any of their respective directors, officers, employees, agents, representatives, or any Person acting on any of the foregoing’s behalf has paid, offered, promised, or authorized the payment of money or anything of value, directly or indirectly, to any government official, government employee, political party, political party official, candidate for public office, or officer or employee of a public international organization for the purpose of influencing any official act or decision or to secure any improper advantage. Since August 1, 2017, each Seller and each of its Subsidiaries has implemented and maintains effective internal controls, including accounting controls, reasonably designed to prevent and detect violations of all applicable Anti-Corruption Laws and anti-money laundering laws, and each Seller and each of its Subsidiaries has recorded and maintained accurate books and records, including appropriate and lawful supporting documentation, in compliance with applicable Anti- Corruption Laws and anti-money laundering laws. Since August 1, 2017, each Seller and each of its Subsidiaries has not reasonably be expected to be material to been the Seller Business Group subject of or the Business, taken as a whole:
(i) There are no actions threatened involved in writing any Litigation or, to Seller’s Knowledgethe Knowledge of Sellers, threatened orallyLitigations, by any Governmental Body relating to suspend non-compliance with Anti- Corruption Laws or deny the distributionanti-money laundering Laws, supply and there have been no allegations (internal or marketing of any products or services currently provided by external) against any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Memberof its Subsidiaries, or sold by a Seller Business Group Member orany of their respective directors, to Seller’s Knowledgeofficers, sold employees, agents, material representatives, or Manufactured by any Person acting on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereof, no Governmental Body has initiated foregoing regarding non-compliance with any applicable Anti- Corruption Laws or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired Companiesanti-money-laundering law.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18).
Appears in 1 contract
Samples: Asset Purchase Agreement
Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Seller Business Group is, and since August 31, 2018 has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received If any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business other section of this Article V deals expressly with respect to any such Law or Order applicable to a specific Law, then that section shall contain the Business sole and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orally.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, exclusive representations and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable warranties relating to such Principal JV Entity Law. The Buyer is currently and during the last three (iii3) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity isyears, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group is, and has been since August 31in, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirementsPermits. As The Buyer has not received during the last three (3) years, any written notice, order, or other communication from any Governmental Authority or any other Person of any alleged, actual, or potential material violation of or material failure to comply by the Buyer or any real property owned, leased, subleased or occupied by the Buyer with any applicable material Law or Permit. To the Knowledge of the date hereofBuyer, there are no Governmental Body has initiated facts or commenced circumstances that could reasonably be expected (with or without the passage of time) to result in any currently pendingsuch notice or in the revocation, suspension, termination, or threatened modification of any material Permit. All such Permits have been obtained by the Buyer or a subsidiary of Buyer, and are in writing or, to Sellerfull force and effect without any material default or material violation thereunder by any party thereto.
(b) To Buyer’s Knowledge, threatened orally there currently are no circumstances or conditions affecting the Buyer that are reasonably likely to initiate or commencegive rise to material Liability under any Environmental Law, except as disclosed in the Buyer SEC Reports.
(c) Neither the Buyer, nor, to the Knowledge of the Buyer, any action to enjoin the Manufactureowner, sale member, partner, director, officer, manager, employee, independent contractor, consultant or distribution agent of any Business Manufactured Productof them or any other Person acting on their behalf, has directly or indirectly, during the last three (3) years: (i) offered or used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to any political campaign or activity, (ii) offered or made a direct or indirect unlawful payment or unlawful conveyance of something of value to any U.S. or non-U.S. government official, employee or political candidate or established or maintained any unlawful or unrecorded funds, (iii) violated any provision of the FCPA or any statute or regulation equivalent to the FCPA or concerning such unlawful payments or gifts in any jurisdiction, including the U.K. Brixxxx Xxx 0000, (iv) offered or given any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment or gift of money or anything of value to any U.S. or non-U.S. government official or employee of any Governmental Authority, (v) offered or made a direct or indirect payment to any U.S. or non-U.S. government official as incentive for the official to complete some action or process expeditiously, to the benefit of the party making the payment or (vi) received any unlawful discounts or rebates in violation of any statute or regulation relating to antitrust or competition. To SellerFor the purpose of this section, a “non-U.S. government official” means any employee or officer of a government of a non-U.S. country, including any federal, regional or local department, agency, enterprise owned or controlled by a non-U.S. government, any official of a non-U.S. political party, any official or employee of a public international organization, any person acting in an official capacity for, or on behalf of, such entities, and any candidate for non-U.S. political office.
(d) During the last three (3) years, neither the Buyer, nor, to Buyer’s Knowledge, no Business Manufactured Product any owner, member, partner, director, officer, manager, employee, independent contractor, consultant or agent of any of them or any other Person acting on their behalf, has directly or indirectly (i) been or is adulterateddesignated on any list of any U.S. Governmental Entity related to customs and international trade Laws, mislabeled including OFAC’s Specially Designated Nationals and Blocked Persons List, the U.S. Department of Commerce’s Denied Persons List, the Commerce Entity List and the U.S. Department of State’s Debarred List, (ii) except in compliance with U.S. Law, participated in any transaction involving such a Person or misbranded any country subject to U.S. sanctions administered by OFAC, (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired Companies.
iii) exported (e) None of the representations and warranties contained in this Section 3.10 shall be including deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17exportation) or environmental matters re-exported, directly or indirectly, any goods, technology or services in violation of any applicable U.S. export control or economic sanctions Laws or (such matters being the subject of Section 3.18)iv) participated in any transaction connected with any purpose prohibited by U.S. export control and economic sanctions Law, including support for international terrorism and nuclear, chemical or biological weapons proliferation.
Appears in 1 contract
Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be material to set forth on Section 4.11(a) of the Seller Business Group Company Disclosure Schedules or as otherwise expressly addressed in this Article IV, the Business, taken as a whole, (i) the Seller Business Group isCompany and its Subsidiaries are, and since August 31, 2018 has for the past three (3) years have been, in compliance in all material respects with with, and not in material violation of, all Laws and Orders applicable to Laws. Within the Seller Business Group and past three (3) years, neither the Business, (ii) since August 31, 2018, no Seller Business Group Member Company nor its Subsidiaries has received any written or, to Sellernotice of or notice alleging any violation of any applicable Law. To the Company’s Knowledge, oral notice from neither the Company nor its Subsidiaries are or for the last three (3) years have been under investigation or subject to any claim, suspension, audit or record-keeping inquiry by any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business Entity with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a alleged material violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orallyLaw.
(b) Except as would set forth on Section 4.11(b) of the Company Disclosure Schedules, there is no and there have not reasonably be expected been for the past three (3) years, pending, or, to the Company’s Knowledge, threatened, Suit against, or, to the Company’s Knowledge, investigation of, the Company or its Subsidiaries, nor is there any Order imposed (or, to the Company’s Knowledge, threatened to be material imposed) upon the Company or its Subsidiaries by or before any Governmental Entity, or pending voluntary disclosure to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have beenany Governmental Entity, in compliance each case, in all respects connection with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a an alleged violation of any such Law of any applicable jurisdiction relating to the export of goods, services, Software or Order technology or relating to dealings with Sanctioned Persons (“Export Control and Sanctions Laws”). The Company and its Subsidiaries are in compliance with, and for the past five (5) years have maintained compliance with, all applicable to a Principal JV Entity is, as of the date hereof, pending or threatened Export Control and Sanctions Laws in writingall material respects.
(c) All Permits required for During the Seller Business Group past five (5) years, neither the Company nor its Subsidiaries nor any of their respective Affiliates or Representatives, has, directly or indirectly, made, given or incurred or agreed to conduct the Business have been obtained by a Seller Business Group Member make, give or incur any contribution, payment, gift or entertainment or other expense or similar benefit to any customer, vendor, supplier, governmental employee, (and following the Restructuring will be held by an Acquired Companyi) and are valid and in full force and effect and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit that subjected or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material subject the Company or its Subsidiaries to the Seller Business Group any damage or the Business. Since August 31, 2018, no Governmental Body has threatened penalty in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as Suit or investigation before any Governmental Entity; (ii) that subjected or would not reasonably be expected to have subject the Company or its Subsidiaries to any adverse consequences with any Governmental Entity or regarding the ability of the Company or its Subsidiaries to continue doing business as it is currently conducted by the Company or its Subsidiaries; or (iii) that in case of a Business Material Adverse Effectpayment made directly or indirectly to an official or employee of any Governmental Entity, constitutes an illegal bribe or kickback (or if made to an official or employee of a foreign government, is unlawful under the Foreign Corrupt Practices Act of 1977, as amended) or, in the case of a payment made directly or indirectly to a Person other than an official or employee of a government or Governmental Entity, constitutes an illegal bribe, illegal kickback or other illegal payment under any applicable Law of the United States or under the applicable Law of any other Governmental Entity.
(d) Except as would not reasonably be expected to be material None of the Company, any Subsidiary of the Company, nor to the Seller Business Group Knowledge of the Company any director, officer or management level executives of the Businessforegoing (excluding any and all retail employees), taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by has been or is designated on any Governmental Body to suspend or deny the distributionList, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31has participated in any transaction involving the Listed Persons or any country that is subject to U.S. sanctions administered by OFAC, 2018(iii) is located, all Products Manufactured by a Seller Business Group Memberorganized or resident in, or sold directly or indirectly 50% or more owned by, or otherwise controlled by a Seller Business Group Member oror acting for (A) any Listed Person or (B) any Restricted Country, (iv) has directly or indirectly provided any financing to Seller’s Knowledgeor for the benefit of any Blocked Person or has directly or indirectly conducted any transaction or engaged in any dealings with or for the benefit of any Blocked Person, sold (v) has imported, exported (including deemed exportation) or Manufactured re-exported, directly or indirectly, any goods, technology or services from China or the Schengen Area of Europe or in violation of any applicable Customs and International Trade Laws or Laws with respect to export control or economic sanctions, or (vi) has participated in any export, re-export or transaction connected with any purpose prohibited by any Person on behalf of a Seller Business Group MemberLaw with respect to export control and economic sanctions, including in each case products Manufactured support for international terrorism and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectivelynuclear, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereof, no Governmental Body has initiated chemical or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired Companiesbiological weapons proliferation.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18).
Appears in 1 contract
Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be material to Each of the Seller Business Group businesses of the Company or the Business, taken as a whole, (i) the Seller Business Group any of its Significant Subsidiaries is, and since August 31September 25, 2018 2010 has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orally.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold conducted in compliance in all material respects with all laws applicable Permits to the Company or such Significant Subsidiary or by which any property, asset or right of the Company or such Significant Subsidiary is bound, (b) the Company is in compliance in all material respects with the applicable listing, corporate governance and applicable Laws other rules and Orders regulations of Nasdaq, (c) each of the Company and manufacturer requirementseach of its Significant Subsidiaries, and any Person acting on their behalf, holds all material permits necessary for the lawful conduct of its business and the ownership, use, occupancy and operation of its assets and properties, including its provision of professional services, (d) the Company and each of its Significant Subsidiaries is in compliance in all material respects with the terms of such material permits and such material permits are in full force and effect, and (e) neither the Company nor any of its Significant Subsidiaries has received any written communication since September 25, 2010 from any Governmental Body that remains unresolved and that alleges that the Company or any of its Significant Subsidiaries is not in compliance in any material respect with, or is subject to any material liability under, any material permit or law or relating to the revocation or modification of any material permit. As Neither the Company nor any of its Significant Subsidiaries has received any written notice that any investigation or review by any Governmental Body that, if adversely decided, would have a Material Adverse Effect is pending as of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material this Agreement with respect to the Business Company or the Acquired Companies.
(e) None any of its Significant Subsidiaries or any of the representations and warranties contained in this Section 3.10 shall be deemed to relate to properties, assets or operations of the Company or any intellectual property matters (of its Significant Subsidiaries or that any such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) investigation or environmental matters (such matters being the subject of Section 3.18)review is contemplated.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Green Mountain Coffee Roasters Inc)
Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Seller Business Group is, The Company and since August 31, 2018 has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orally.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities its Subsidiaries are, and since August 31January 1, 2018 2019 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material PermitApplicable Laws, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be be, individually or in the aggregate, material to the Seller Business Group or the BusinessCompany and its Subsidiaries, taken as a whole:
. Since January 1, 2019, (i) There are no actions threatened in writing ornone of the Company or any of its Subsidiaries has been subjected to, to Seller’s Knowledgeor received any notification from, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing Authority of a material violation of any products Applicable Law or services currently provided any investigation by a Governmental Authority for actual or alleged material violation of any Seller Business Group Member Applicable Law, (ii) to the knowledge of the Company, no claims have been filed against the Company or any of its Subsidiaries with any Governmental Authority alleging any material failure by the Company or any of its Subsidiaries to seize comply with any Applicable Law, and (iii) none of the Company nor any of its Subsidiaries has made a voluntary, directed, or detain on import involuntary disclosure to any such productsGovernmental Authority regarding any alleged act or omission arising under or relating to any material noncompliance with any Applicable Law.
(iib) Since August 31The Company and each of its Subsidiaries has all Permits that are required to own, 2018, all Products Manufactured by a Seller Business Group Member, lease or sold by a Seller Business Group Member or, operate its properties and assets and to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured conduct its business as currently conducted and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof as proposed to be conducted (collectively, the “Business Manufactured ProductsCompany Permits”), except where the failure to have been Manufactured such Company Permits would not be material to the Company and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirementsits Subsidiaries, taken as a whole. As of the date hereof, (i) each Company Permit is in full force and effect in accordance with its terms, (ii) no Governmental Body has initiated or commenced any currently pending, or threatened in writing outstanding written or, to Seller’s Knowledgethe knowledge of the Company, oral notice of revocation, cancellation or termination of any Company Permit has been received by the Company or any of its Subsidiaries, (iii) there are no Actions pending or, to the knowledge of the Company, threatened orally to initiate that seek the revocation, suspension, withdrawal, adverse modification, cancellation or commence, any action to enjoin the Manufacture, sale or distribution termination of any Business Manufactured Product. To Seller’s KnowledgeCompany Permit, no Business Manufactured Product is adulteratedand (iv) each of the Company and each of its Subsidiaries is, mislabeled and has been since January 1, 2019, in compliance with all material Company Permits applicable to the Company or misbranded (or similar terms under applicable Laws and Orders)such Subsidiary, in each case, except as would not be material to the Company and its Subsidiaries, taken as a whole. The consummation of the transactions contemplated by this Agreement will not cause the revocation, modification or cancellation of any Company Permits, except for any such revocation, modification or cancellation that would not reasonably be expected to be be, individually or in the aggregate, material to the Business or the Acquired CompaniesCompany and its Subsidiaries, taken as a whole.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18).
Appears in 1 contract
Samples: Merger Agreement (Duddell Street Acquisition Corp.)
Compliance with Laws; Permits. (a) Except as would not reasonably Seller is currently, and has been at all times, in compliance with all applicable Laws in all material respects. Neither Seller nor any of its Representatives on behalf of Seller, has directly or indirectly given or agreed to give any illegal gift, contribution, payment or similar benefit to any customer, supplier, governmental official or other Person who was, is or may be expected in a position to be material help or hinder Seller (or assist in connection with any actual or proposed transaction) or made or agreed to the make any illegal contribution, or reimbursed any illegal political gift or contribution made by any other Person, to any candidate for federal, state, county, municipal, local or foreign public office. Table of Contents
(b) Seller Business Group or the Businessholds all Permits, taken as a wholeincluding Environmental Permits, necessary (i) for the conduct of the Business as currently conducted and (ii) to own, lease, operate or use all of the Purchased Assets (collectively, the “Seller Permits”). Set forth in Section 4.14(b)(i) of the Disclosure Schedule is a true, correct and complete list of all of the Seller Business Group isPermits, along with the issuance and expiration date of each of the Seller Permits. Except as set forth in Section 4.14(b)(ii) of the Disclosure Schedule, (a) Seller currently, and since August 31, 2018 at all times has been, in material compliance in all respects with all Laws of the terms and Orders applicable to requirements of each of the Seller Business Group and the BusinessPermits, (iib) since August 31, 2018, no material conditions have been imposed in relation to any of the Seller Business Group Member has received any written orPermits and, to Seller’s Knowledge, oral notice from there are no facts or circumstances that could lead to the revocation, suspension, variation or non-renewal of, or the inability to transfer to Buyer without any further action by any Governmental Body alleging Authority, any noncompliance by any of the Seller Business Group Member or Permits, and (c) all applications required to have been filed for the Business renewal of each of the Seller Permits have been duly filed on a timely basis with the appropriate Governmental Authorities, and all other filings required to have been made with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Seller Permits have been duly made on a timely basis with the appropriate Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as Authorities. Each of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orally.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are is valid and in full force and effect and the Seller Business Group iseffect, and has been since August 31, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orallyno event has occurred or circumstance exists that, to revokewith or without notice or lapse of time or both, suspendwould give rise to, limitor serve as a basis for, vary the revocation, suspension, lapse or not renew limitation of any material Permitof the Seller Permits. Set forth in Section 4.14(b)(iii) of the Disclosure Schedule is a true, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected correct and complete list and summary description of all bonds, deposits, financial assurance requirements and insurance coverage required to be material submitted to Governmental Authorities to conduct the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member conducted or to seize or detain on import any such productsown, lease, operate and use the Purchased Assets.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired Companies.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18).
Appears in 1 contract
Compliance with Laws; Permits. (a) Except The Company is not in violation of or default under any provision of its restated certificate of incorporation or bylaws, each as currently in effect. The Company and its Subsidiaries are in compliance in all material respect with all material statutes and regulations (whether issued under domestic, foreign or international law), including the FSA Rules. The Company and its Subsidiaries have each conducted and continue to conduct business operations in accordance with all law and regulation applicable to the Company or any Subsidiary, and neither the Company nor any Subsidiary is in violation of any such law or regulation, except in each case for violations which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company is not subject to material regulation in any jurisdiction other than the Xxxxxx Xxxxxx, xxx Xxxxxx Xxxxxxx, Xxxxxx and the member states of the European Union and any political subdivision of any of the foregoing.
(b) Without limiting the generality of the preceding paragraph, with respect to its business operations and with such exceptions as would not reasonably be expected to be material to have, individually or in the Seller Business Group or the Businessaggregate, taken as a whole, Material Adverse Effect:
(i) the Seller Business Group isCompany, and since August 31each of its Subsidiaries, 2018 by virtue of broker-dealer activities, is not required to be registered in or obtain a franchise, permit, license or similar authorization (each, a “Permit”) from any jurisdiction, other than those Permits currently held, and, as a broker-dealer, has been, not exceeded in compliance any material respect those business activities in all respects which it is authorized by governmental authorities to engage as enumerated in any agreements with all Laws and Orders applicable to the Seller Business Group and the Business, any governmental authority or any other limitations imposed in connection with their registration forms;
(ii) since August 31all such Permits held by the Company or any Subsidiary are in full force and effect and, 2018to the knowledge of the Company, no Seller Business Group Member suspension or cancellation of any of them has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and been threatened in writing;
(iii) no investigation by neither the Company nor any Governmental Body regarding a violation of its Subsidiaries has failed to pay any such Law or Order applicable to the Business is, as material fees and assessments due and payable in connection with any filing; and
(iv) none of the date hereof, pending Company or threatened in writing or, to Seller’s Knowledge, threatened orally.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable its Subsidiaries is subject to a Principal JV Entity is, “statutory disqualification” as defined in Section 3(a)(39) of the date hereof, pending or threatened in writingExchange Act.
(c) All Permits required Except for normal examinations conducted by the Seller Business Group to conduct SEC, FSA or a self-regulatory organization in the Business have been obtained by a Seller Business Group Member (regular course of the Company’s and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group isits Subsidiaries’ business, and has been since August 31, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing orneither the SEC, to Seller’s Knowledge, threatened orally, by FSA nor any Governmental Body to suspend self-regulatory organization has initiated any proceeding or deny investigation into the distribution, supply business or marketing operations of the Company or any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
of its Subsidiaries and (ii) Since August 31there is no unresolved violation or exception by the SEC, 2018, all Products Manufactured by a Seller Business Group Member, FSA or sold by a Seller Business Group Member or, any self-regulatory organization with respect to Seller’s Knowledge, sold any report or Manufactured by statement relating to any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As examinations of the date hereof, no Governmental Body has initiated Company or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired Companiesits Subsidiaries.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18).
Appears in 1 contract
Samples: Securities Purchase Agreement (Marketaxess Holdings Inc)
Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be material to the Seller Business Group or the Businessset forth on Schedule 3.4(a), taken as a whole, (i) the Seller Business Group is, and since August 31, 2018 Webjump has been, been in compliance at all times and presently is in compliance with all applicable foreign and domestic (federal, state and local) laws, statutes, ordinances, rules, regulations, including, without limitation, Environmental Laws (as defined in Section 3.4(b)(ii)) (collectively, "Laws") and Orders (as defined in Section 3.5) in all respects material respects. Except as set forth on Schedule 3.4(a), neither Seller nor the Majority Stockholder is aware of, nor have any of them received, any notice of any failure to comply with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business Law with respect to any such Law Webjump. A complete and correct list of each material license, permit, consent, registration, certificate, franchise, approval, Order or Order applicable to the Business and (iii) no investigation by other authorization of any Governmental Body regarding Entity (as defined in Section 3.5) (each, a violation of "Webjump Permit") held by Seller, the Stockholders or any third party primarily relating to Webjump is set forth on Schedule 3.4(a), and, except as otherwise may be set forth on such Law or Order applicable to the Business is, Schedule such list contains all Webjump Permits required in connection with Webjump's business as presently conducted. All of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orally.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Webjump Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect effect, and the Seller Business Group isSeller, the Stockholders and any such third party has duly performed and is in compliance with all of its obligations under such Webjump Permits. No event (including without limitation the execution, delivery and performance of this Agreement and the consummation of the Sale) has occurred with respect to such Webjump Permits which allows, or after notice or lapse of time or both would allow, the suspension, limitation, revocation, non-renewal or termination thereof or would result in any other impairment of the rights in and under any of such Webjump Permits, and no terminations thereof or proceedings to suspend, limit, revoke or terminate any Webjump Permit have been threatened.
(i) Neither the Seller nor any Stockholder has received any notices, directives, violation reports, actions or claims or other communications from or by any foreign, federal, state or local governmental agency or any other Person concerning Webjump or any of its predecessors and any Environmental Laws, including, without limitation, requests to perform any investigatory or remedial activity, or alleging that, in connection with Hazardous Materials (as defined in Section 3.4(b)(ii)), conditions at any real properties used in connection with Webjump have resulted in or caused or threatened to result in or cause injury or death to any Person or damage to any property, including, without limitation, damage to natural resources, and no such notices, directives, violation reports, actions, claims, assessments or allegations exist; (ii) neither Seller nor any Stockholder currently leases, operates or owns any real properties used in connection with Webjump that are listed or, to the knowledge (as defined in Section 9.3(a)) of any such party, are threatened to be listed on a "Superfund" list or with respect to which there is any pending proceeding or investigation under any Environmental Law and, to the knowledge of any such party, no such proceeding or investigation is threatened; (iii) throughout the period of operation of any real properties in connection with Webjump, such properties have been operated and continue to be operated in material compliance with all Environmental Laws; (iv) to the knowledge of Seller (as defined in Section 9.3(a)) and the Stockholders, no underground or above-ground storage tanks either are, or have been, located at, on, under, about, or within any of such real properties; (v) there has been since August 31no spill, 2018discharge, release, contamination or cleanup by Seller or the Stockholders of any Hazardous Materials used, generated, treated, stored, disposed of or handled by Seller or the Stockholders at such real properties and, to the knowledge of Seller and the Stockholders, no spill, discharge or release or contamination or cleanup by Seller and the Stockholders of any Hazardous Materials has occurred on or to such real properties by any third party; (vi) neither Seller nor the Stockholders have used, generated, treated, stored, disposed of, handled, transported or released any Hazardous Material in a manner which would give rise to any Liability (as defined in Section 3.7) under any Environmental Laws; (vii) to the knowledge of Seller and the Stockholders, there are no facts, events, or conditions (including, without limitation, the generation, treatment, transport, storage, emission, disposal, release or other placement, deposit or location of any substance) which interfere with or prevent continued compliance by Seller or the Stockholders with, or give rise to any present or potential Liability (including with respect to past activities) under, any Environmental Laws with respect to Webjump; and (viii) Seller and the Stockholders have obtained, are in with material compliance with, and have made all appropriate filings for issuance or renewal of, all applicable Webjump Permits which are required to be obtained under all applicable Environmental Laws, including, without limitation, those regulating emissions, discharges, or releases of Hazardous Materials, and all such Permits, except where the failure to obtain any such Permit or to be valid and Webjump Permits are in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such productseffect.
(ii) Since August 31For the purposes of this Agreement, 2018the term "Environmental Laws" shall mean, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. ss.ss. 9601 et seq., the Emergency Planning and Community Rigxx-xx-Know Act of 1986, 42 U.S.C. ss.ss. 11001 et seq., the Resource Conservation and Recovery Xxx, 42 U.S.C. ss.ss. 6901 et seq., the Toxic Substances Control Act, 15 U.S.X. xs.ss. 2601 et seq., the Federal Insecticide, Fungicide, and Xxxxxticide Act, 7 U.S.C. ss.ss. 136 et seq., the Clean Air Act, 42 U.S.C. ss.ss. 7401 xx xxq., the Clean Water Act (Federal Water Polluxxxx Control Act), 33 U.S.C. ss.ss. 1251 et seq., the Safe Drinking Water Act, 42 U.S.C. sx.xx. 300f et seq., the Occupational Safety and Health Act, 00 X.S.C. ss.ss. 641, et seq., the Hazardous Materials Transportation Axx, 09 U.S.C. ss.ss. 1801, et seq., as any of the above statutes have been xx xxy be amended from time to time, all Products Manufactured by a Seller Business Group Memberrules and regulations promulgated pursuant to any of the above statutes, and any other applicable foreign, federal, state or local law, statute, ordinance, rule or regulation governing Environmental Matters (as defined below), as the same have been or may be amended from time to time, including any common law cause of action (including, without limitation, nuisance and trespass causes of action) providing any right or remedy relating to Environmental Matters, all indemnity agreements and other contractual obligations (including without limitation leases, asset purchase agreements and merger agreements) relating to Environmental Matters, and all applicable judicial and administrative decisions and Orders relating to Environmental Matters; the term "Hazardous Materials" shall mean any pollutants, contaminants, substances, materials, wastes, constituents, compounds, chemicals, natural or manmade elements or forces (including, without limitation, petroleum or any by-products or fractions thereof, any form of natural gas, lead, asbestos or asbestos-containing materials, building construction materials and debris, polychlorinated biphenyls ("PCBs") or PCB-containing equipment, radon and other radioactive elements, electromagnetic field and other types of radiation, sonic forces, infectious, carcinogenic, mutagenic, or sold by a Seller Business Group Member oretiologic agents, to Seller’s Knowledgepesticides, sold defoliants, explosives, flammables, corrosives and urea formaldehyde foam insulation) that are regulated by, or Manufactured by may now or in the future form the basis of Liability under, any Person on behalf Environmental Laws; and the term "Environmental Matters" shall mean any matter arising out of, relating to, or resulting from pollution, contamination, protection of a Seller Business Group Memberthe environment, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands human health or safety, or health or safety of employees, and any derivations thereof matter relating to emissions, discharges, disseminations, releases or threatened releases of Hazardous Materials into the air (collectively, the “Business Manufactured Products”indoor or outdoor), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereofsurface water, no Governmental Body has initiated groundwater, soil, buildings, facilities, real or commenced any currently pendingpersonal property or fixtures, or otherwise arising out of, relating to, or resulting from the manufacture, processing, distribution, use, treatment, storage, disposal, transport, handling, release or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution release of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired CompaniesHazardous Materials.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18).
Appears in 1 contract
Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be material to the set forth on Schedule 4.13(a), Seller Business Group or the Business, taken as a whole, (i) the Seller Business Group is, and since August 31, 2018 has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orally.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group is, is and has been since August 31, 2018, in compliance in with all such Permits, except where for the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold past five years in compliance in all material respects with all Laws applicable to it in connection with the conduct or operation of Seller’s business related to the Purchased Assets and the ownership or use of the Purchased Assets. Schedule 2.1(f) sets forth all Permits held by Seller with respect to the Purchased Assets. The Permits listed on Schedule 2.1(f) constitute all Permits that are required in order for Seller to own, lease, use and operate the Purchased Assets and to carry on Seller’s business related to the Purchased Assets as currently conducted, and Seller has, maintains in full force and effect, and has been and is in full compliance with, all such Permits. There is no basis for the revocation, lapse, suspension, limitation or withdrawal of any Permit, either as a consequence of the transactions contemplated hereby or otherwise. All of the Permits are transferable to Buyer pursuant to their terms and applicable Laws Law. Seller is (i) a non-resident, (ii) not registered and Orders and manufacturer requirements. As (iii) not carrying on business in Canada for purposes of Part IX of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded Excise Tax Act (or similar terms under applicable Laws and OrdersCanada), except as would not reasonably be expected to be material to the Business or the Acquired Companies.
(eb) None Except as set forth on Schedule 4.13(b), none of the representations Products or Former Products have ever been subject to FDA Laws, FTC Laws, or similar Laws in any foreign jurisdiction. Each Product and warranties contained Former Product has been developed, manufactured, marketed, sold and distributed in this Section 3.10 shall be deemed compliance in all material respects with all Laws (including to relate the extent applicable, those relating to investigational use, pre-market clearance or marketing approval to market a Product, CGMP good manufacturing practices, labeling, advertising, record keeping, filing of reports and security). Seller has not received any notice or other communication from the FDA, FTC, or any other Governmental Entity (i) contesting the uses of or the labeling and promotion of any Products or Former Products or (ii) otherwise alleging any violation applicable to any intellectual property matters Product or Former Product of any Laws.
(such matters being the subject of Section 3.13c) Except as set forth on Schedule 4.13(c), data privacy matters no Product is under consideration by senior management of Seller for recall, withdrawal, suspension, seizure or discontinuance, nor has any Product or any Former Product been recalled, withdrawn, suspended, seized or discontinued (such matters being other than for commercial or other business reasons) by Seller in the subject of Section 3.14)United States or outside the United Sates (whether voluntarily or otherwise) in each case since January 1, employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18)2011.
Appears in 1 contract
Compliance with Laws; Permits. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or would not reasonably be material expected to prevent or materially impair the consummation of the transactions contemplated by this Agreement, the business of ATL has not been, and as of the Effective Date will not be conducted in violation of any applicable United States federal, state or local, non-United States, national, provincial or multinational law, statute or ordinance, common law, or any rule, regulation, directive, treaty provision, or any applicable judgment, agency requirement, license or permit of any Governmental Authority (collectively, “Laws”). No investigation, audit or review by any Governmental Authority with respect to ATL is pending or, to the Seller Business Group or Knowledge of ATL, threatened, nor has any Governmental Authority notified ATL of its intention to conduct the Businesssame, taken as a whole, except for (i) such investigations or reviews that would not reasonably be expected to have, individually or in the Seller Business Group isaggregate, and since August 31, 2018 has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, a Material Adverse Effect and/or (ii) since August 31any investigation or review related to the Merger. As of the date hereof, 2018, no Seller Business Group Member ATL has not received any written ornotice or communication of any material noncompliance with any applicable Laws that has not been cured as of the date hereof.
b) ATL has not solicited, received, paid or offered to pay any remuneration, directly or indirectly, overtly or covertly, in cash or kind for the purpose of making or receiving any referral that violated an anti-corruption law.
c) ATL holds, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect extent legally required to any operate its business as such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, businesses is being operated as of the date hereof, pending all permits, licenses, clearances, authorizations and approvals from federal, state, local and foreign authorities (collectively, “Permits”), except for any Permits for which the failure to obtain or threatened in writing or, to Seller’s Knowledge, threatened orally.
(b) Except as hold would not reasonably be expected to be material have, individually or in the aggregate, a Material Adverse Effect. No suspension or cancellation of any Permits of ATL is pending or, to the Seller Business Group Knowledge of ATL, threatened, except for any such suspension or cancellation which would not reasonably be expected to have, individually or in the Businessaggregate, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, Material Adverse Effect. ATL is in compliance in with the terms of all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in such compliance therewith would not reasonably be expected to be material to have, individually or in the Seller Business Group or the Business. Since August 31aggregate, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired Companies.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18).
Appears in 1 contract
Samples: Merger Agreement (Cleanspark, Inc.)
Compliance with Laws; Permits. (a) Except as would set forth on Schedule 3.15, the Company has not reasonably be expected to be material to received written notice and the Seller Business Group Company otherwise has no knowledge that any of the Acquired Companies, Affiliated Property Owners or the Business, taken as a whole, (i) the Seller Business Group is, and since August 31, 2018 has been, Properties is in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a material violation of any such Law applicable federal, state, local or Order foreign judgment, order, decree, or any material statute, law, ordinance, rule, regulation, code and any judicial or administrative interpretation thereof, or any other government or rule of law ("Law") or order of any Governmental Authority applicable to the Business is, as any of the date hereofAcquired Companies, pending the Affiliated Property Owners or threatened the Properties. To the Company's Knowledge, the Acquired Companies and the Affiliated Property Owners have obtained all material licenses, permits and other authorizations and have taken all actions required by applicable Law in writing ororder to conduct their business as now or as previously conducted and, to Seller’s the Company's Knowledge, threatened orallythere is no pending threat of modification or cancellation of the same.
(b) To the Company's Knowledge, all material agreements, easements or other rights necessary to permit the lawful use and operation of the buildings and improvements on any Property (other than parcels ground leased to third parties, as to which the Company makes no representation or warranty pursuant to this Section 3.15(b) or to permit the lawful use and operation of all driveways, roads and other means of egress and ingress to and from any Property have been obtained and are in full force and effect. Except as would not reasonably be expected set forth on Schedule 3.15, all material work to be material completed, payments to be made and financial undertakings required to be taken by any of the Acquired Companies or Affiliated Property Owners prior to the Seller Business Group or date hereof and the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect Closing pursuant to any such Law contract entered into with a Governmental Authority in connection with a site approval, zoning reclassification or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable other similar action relating to a Principal JV Entity isProperty (other than parcels ground leased to third parties, as of to which the date hereof, pending Company makes no representation or threatened in writingwarranty pursuant to this Section 3.15(b) have been paid or undertaken.
(c) All Permits required To the Company's Knowledge, none of the Acquired Companies or Affiliated Property Owners, nor any of their respective directors, officers, agents or employees has used any corporate or other funds for unlawful contributions, payments, gifts or entertainment or made any unlawful expenditures relating to any political activity to government officials or others. To the Seller Business Group to conduct Company's Knowledge, none of the Business Acquired Companies or Affiliated Property Owners nor any of their respective directors, officers, agents or employees have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an accepted or received any unlawful contributions, payments, gifts or expenditures. No Acquired Company) and are valid and in full force and effect and the Seller Business Group is, and Company or Affiliated Property Owner has been since August 31charged with or committed, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Company's Knowledge, threatened orallybeen under investigation with respect to, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As violation of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired CompaniesForeign Corrupt Practices Act.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18).
Appears in 1 contract
Samples: Master Agreement (Macerich Co)
Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be material to set forth on Section 2.11 of the Seller Business Group or the BusinessDisclosure Schedule, taken as a wholesince December 31, 2019, (i) the Seller Business Group is, is and since August 31, 2018 has been, been in compliance in all respects with all Laws and Orders applicable to the Seller Business Group it, its properties, rights or assets or its business or operations and the Business, (ii) since August 31, 2018, no Seller Business Group Member Action has received any written been filed or commenced or, to the Knowledge of Seller’s Knowledge, oral notice from any Governmental Body threatened, against Seller alleging any noncompliance by failure to so comply. Seller is not a party to, or bound by, any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as that is material. All matters set forth on Section 2.11 of the date hereof, pending Seller Disclosure Schedule have been resolved without any further obligation or threatened in writing or, to liability of Seller’s Knowledge, threatened orally.
(b) Except as would not reasonably be expected to be material to the Seller Business Group has in effect all approvals, authorizations, certificates, filings, franchises, licenses, exemptions, notices and permits of or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws Governmental Entities (collectively, “Permits”) necessary for it to own, lease or operate its properties and Orders applicable other assets and to carry on its business and operations as currently conducted and as were conducted through the Principal JV Entitiesmost recently completed fiscal year. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for included in the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and Purchased Assets, if any, are valid and in full force and effect and constitute all Permits required to permit Seller to operate or conduct the Seller Business Group is, and has been since August 31, 2018, as currently conducted or to hold any interest in compliance in with all such Permits, the Purchased Assets except where to the extent the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Business, Purchased Assets or Assumed Liabilities. There has occurred no default under, or violation of, any such Permit, and Seller Business Group is in compliance with the terms of the Permits. The consummation of the transactions contemplated by this Agreement and the Ancillary Agreements would not cause the revocation, modification or cancellation of any Permit.
(c) None of Seller or any of its officers, directors, shareholders, employees, agents, advisors or Representatives, has, in the Businesscourse of its actions for, or on behalf of, any of them (i) knowingly used any funds of Seller for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) unlawfully offered or provided, directly or indirectly, anything of value to (or received anything of value from) any foreign or domestic government employee or official or any other Person or (iii) violated any provision of the United States Foreign Corrupt Practices Act of 1977, as amended (the “Foreign Corrupt Practices Act”) or any other United States and foreign Laws concerning corrupting payments or practices, and each of such Persons is in compliance with the Foreign Corrupt Practices Act and any other United States and foreign Laws concerning corrupting payments or practices. Since August 31January 1, 20182016, no Seller has not received any written notice that it has been investigated by any Governmental Body Entity with respect to, or given notice by a Governmental Entity of, any violation by the Seller of the Foreign Corrupt Practices Act or any other United States or foreign Laws concerning corrupting payments or practices. Seller has threatened in writing orinstituted and maintains policies and procedures designed to ensure, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not and which are reasonably be expected to have a Business Material Adverse Effectcontinue to ensure, continued compliance with the Foreign Corrupt Practices Act and any other United States or foreign Laws concerning corrupting payments or practices.
(d) Except as would not reasonably be expected to be material to the Seller Business Group No Action, Order or the Business, taken as a whole:
(i) There are no actions threatened in writing Law shall have been instituted or, to the Knowledge of Seller’s Knowledge, threatened orally, or proposed by any Governmental Body to suspend or deny Entity that would have a material adverse impact on the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such productsBusiness.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired Companies.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18).
Appears in 1 contract
Samples: Asset Purchase Agreement (Quest Resource Holding Corp)
Compliance with Laws; Permits. (a) Except as set forth on Section 2.09(a) of the Seller Disclosure Letter, Seller (with respect to the Business) and each of the Nutrition Entities is not in violation of, and during the past five (5) years, has not violated, any applicable Laws or Orders, except for violations that would not reasonably be expected to be material to the Seller Business Group or the Business, Nutrition Entities taken as a whole. Each of Seller and the Nutrition Entities (as applicable) have all material governmental licenses, permits, certificates, approvals and authorizations of a Governmental Authority (i“Permits”) required for the Seller conduct of the Business Group is, and since August 31, 2018 has been, in compliance in all respects with all Laws the use of the properties and Orders applicable assets related to the Seller Business Group and the Business, as presently conducted and used, and each of such Permits is valid, subsisting and in full force and effect. Except as set forth on Section 2.09(a) of the Seller Disclosure Letter, neither Seller (iiwith respect the Business) since August 31nor any of the Nutrition Entities has, 2018within the past five (5) years, received any written notice alleging any violation under any applicable Law or Order. No investigations or review by any Governmental Authority with respect to the Business or any of the Nutrition Entities is pending or, to the Knowledge of Seller, threatened, nor has any Governmental Authority indicated an intention to conduct the same, in each case, which has not been resolved. To the Knowledge of Seller, no material change is required in any of Seller’s (as it relates to the Business) or the Nutrition Entities’ processes, properties or procedures in connection with any such Permits, Laws or Orders, and neither Seller Business Group Member nor any of the Nutrition Entities has received any written or, to Seller’s Knowledge, oral notice from or communication of any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business material non-compliance with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orallyPermits.
(b) Except Within the last five (5) years, none of the Nutrition Entities or any of their respective directors or officers or, to the Knowledge of Seller, employees, consultants, sales representatives, distributors or agents, in each case in such capacity and on behalf of the Nutrition Entities, has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful payments relating to political activity, (ii) violated, directly or indirectly, any applicable anti-money laundering or anti-terrorism Law or has directly or indirectly engaged in the export, reexport or otherwise dealt in property with any Person currently targeted by any U.S. sanctions list as administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), or (iii) violated, directly or indirectly, any International Trade Law, except in each case as would not be material to the Nutrition Entities taken as a whole. There are no pending internal or governmental investigations, inquiries or proceedings regarding any offense or alleged offense under any International Trade Laws, and to the Knowledge of Seller, there are no circumstances that would reasonably be expected to give rise to any such investigation, inquiry or proceeding. Within the last five (5) years, the Nutrition Entities and each of their respective directors and officers, and to the Knowledge of Seller, employees, consultants, sales representatives, distributors, agents and business partners, in each case in such capacity and on behalf of the Nutrition Entities, have complied at all times, and are in compliance, with all applicable U.S. and non-U.S. anti-corruption and anti-bribery Laws with respect to the Nutrition Entities, including the U.S. Foreign Corrupt Practices Act (15 U.S.C. §§ 78dd-1 et seq.), except in each case as would not be material to the Seller Business Group or the Business, Nutrition Entities taken as a whole. In this regard, within the last five (i5) years, the Principal JV Nutrition Entities areand each of their respective directors and officers, and, to the Knowledge of Seller, employees, consultants, sales representatives, distributors, agents and since August 31, 2018 have beenbusiness partners, in compliance each case, in all respects with all Laws such capacity and Orders applicable on behalf of the Nutrition Entities, have not given, offered, agreed or promised to give, or authorized the Principal JV Entities. (ii) since August 31giving, 2018directly or indirectly, no Principal JV Entity has received of any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect money or other thing of value to any such Law Person as an inducement or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation reward for favorable action or forbearance from action or the exercise of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permitsinfluence, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith each case as would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, Nutrition Entities taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired Companies.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18).
Appears in 1 contract
Compliance with Laws; Permits. (a) Except as would not reasonably be expected Seller has conducted and continues to be material to conduct the Seller Business Group or the Business, taken as a whole, (i) the Seller Business Group is, and since August 31, 2018 has been, in compliance in all material respects in accordance with all Laws and Orders governmental orders applicable to the Seller Business Group and the Businessor any of its properties or assets, (ii) since August 31, 2018, no Seller Business Group Member has received any written orand, to the Knowledge of Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a is not in violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened governmental order in writing or, to Seller’s Knowledge, threatened orally.
(b) Except as would not reasonably be expected to be any material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities arerespect, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity neither Seller nor Shareholder has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such alleged violation of, nor citation for noncompliance with, any Law (except for minor violations or Order applicable to a Principal JV Entity is, as events of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business noncompliance which have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Companycured or remedied) and are valid and in full force and effect including, without limitation, all applicable Laws relating to employment, employee benefits, and the Seller Business Group isAmericans With Disabilities Act, and has been since August 31, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material relating to the Business or the Acquired Companies.
(e) None Purchased Assets, except in each {B0968884.12} case as set forth on Schedule 5.9. Seller holds in its name all material Permits required by Law for its ownership or leasehold interest in the Purchased Assets and its operation of the representations Business, all such Permits being listed on Schedule 5.9. Except as set forth on Schedule 5.9, all such Permits are in full force and warranties contained effect, and Seller is not in this Section 3.10 shall default (or with the giving of notice or lapse of time or both, would be deemed in default) under any such Permits in any material respect, and there are no proceedings pending, or to relate the Knowledge of Seller, threatened, that seek the revocation, cancellation, suspension or adverse modification thereof. To the Knowledge of Seller, there are no events or conditions arising out of the operations of Seller that would prevent Purchaser from obtaining licenses, Permits, certificates, and approvals necessary to carry on the operations of Seller as now conducted. Such Permits constitute all of the Permits necessary to permit Seller to own, operate, use and maintain its assets in all material respects in the manner in which they are now operated and maintained and to conduct in all material respects the Business as currently conducted. A list of all Permit-related violations or citations issued with respect to any intellectual property matters Location in the last three (3) years or which are unresolved, regardless of when issued, is set forth on Schedule 5.9, and Seller will make available to Purchaser all material documentation relating to such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) violations or environmental matters (such matters being the subject of Section 3.18)citations.
Appears in 1 contract
Samples: Asset Purchase Agreement (CrossAmerica Partners LP)
Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be material to set forth on Section 3.16(a) of the Disclosure Schedules, Seller Business Group or the Business, taken as a whole, (i) the Seller Business Group is, and since August 31, 2018 at all times has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orally.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold operated in compliance in all material respects with all (i) Laws and (ii) Governmental Orders that are, or were, applicable to Seller, the conduct of the Company’s Business or the ownership or use of the Acquired Assets, or by which any Acquired Asset is, or was, bound or affected. No event has occurred or circumstance exists that (with or without notice or lapse of time) could reasonably be expected to constitute or result in a violation by Seller of, or a failure on the part of Seller to comply with, any applicable Law. Seller has not received any notice or other communication (whether oral or written) from any Governmental Authority or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any applicable Law.
(b) Section 3.16(b) of the Disclosure Schedules lists all Permits issued to or held by, or otherwise that relate to the Company’s Business of or any of the Acquired Assets, including the names of such Permits and applicable Laws their respective dates of issuance and Orders expiration. Seller has all Permits required to conduct the Company’s Business as currently conducted and manufacturer requirementsto permit Seller to own and use the Acquired Assets in the manner currently owned and used, and such Permits are valid and in full force and effect. As With respect to each Permit listed, or required to be listed, on Section 3.16(b) of the date hereof, Disclosure Schedules: (i) Seller is and at all times has been in material compliance with all of the terms and requirements thereof; (ii) no Governmental Body event has initiated occurred or commenced circumstance exists that could reasonably be expected to (with or without notice or lapse of time) (A) constitute or result (directly or indirectly) in a violation of or a failure to comply with any currently pendingterm or requirement thereof, or threatened (B) result (directly or indirectly) in writing orthe revocation, withdrawal, suspension, cancellation, termination or modification thereof; and (iii) Seller has not received any notice or other communication (whether oral or written) from any Governmental Authority regarding (A) any actual, alleged, possible or potential violation or failure to comply with any term or requirement thereof, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination or modification thereof.
(c) Without limiting the generality of the other representations and warranties set forth in Section 3.16: (A) Seller is not now nor has ever been a Blocked Person and to Seller’s Knowledge none of its Affiliates or Representatives is now nor has ever been a Blocked Person; and (B) neither Seller nor, to Seller’s Knowledge, threatened orally any of its Affiliates or Representatives (acting for or on behalf of Seller), directly or indirectly, (1) conducts or has conducted any business with a Blocked Person, (2) has contributed any funds, goods or services to initiate or commencefor the benefit of, or received any funds, goods or services from, any action Blocked Person, (3) has dealt, or otherwise engaged, in any transaction relating to enjoin any property or interests in property blocked pursuant to Executive Order 13224, or (4) has engaged in or conspired to engage in any transaction that evades or avoids, or has the Manufacturepurpose of evading or avoiding, sale or distribution attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. Neither Seller, nor to Seller’s Knowledge any of its respective Affiliates or Representatives, promotes or engages in, or has ever promoted or engaged in, violence, terrorism or the destruction of any state.
(d) Without limiting the generality of the other representations and warranties set forth in Section 3.16: (i) Seller is, and at all times has been, in full compliance with the Foreign Corrupt Practices Act of 1977, as amended, the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Manufactured Product. To Transactions, 1997, and all other applicable anti-corruption or anti-bribery Laws; and (ii) neither Seller nor to Seller’s KnowledgeKnowledge any Affiliate or Representative of Seller while acting for or on behalf of Seller, no Business Manufactured Product is adulteratedhas directly or indirectly (A) made any contribution, mislabeled gift, bribe, rebate, payoff, influence payment, kickback or misbranded other payment to any Person, private or public, regardless of form, whether in money, property or services, (1) to obtain favorable treatment in securing business, (2) to pay for favorable treatment for business secured, (3) to obtain special concessions or similar terms under applicable Laws for special concessions already obtained, for or in respect of Seller or any of its Affiliates, or (4) in violation of any Law, (B) established or maintained any fund or asset that has not been recorded in the books and Orders)records of Seller, except as would not reasonably be expected or (C) made any unlawful payment relating to be material political activity or to the Business or the Acquired Companiesinfluence official action.
(e) None Without limiting the generality of the other representations and warranties contained set forth in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being Seller is, and at all times has been, in full compliance with all United States and foreign export and import Laws, including the subject United States Export Administration Act, the Arms Export Control Act, the Export Administration Regulations, the International Traffic in Arms Regulations, the Foreign Trade Statistics Regulations and the regulations administered by the U.S. Bureau of Section 3.17) or environmental matters (such matters being the subject of Section 3.18)Customs and Border Protection.
Appears in 1 contract
Samples: Asset Purchase Agreement (Emmis Communications Corp)
Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a wholeset forth on Schedule 3.9(a), (i) the Seller Business Group isSellers have materially complied with, and since August 31each Seller is currently in material compliance with, 2018 has been, in compliance in all respects with applicable Legal Requirements of all Laws and Orders applicable Governmental Entities relating to the Seller Business Group operation and conduct of Acquired Operations or the BusinessAcquired Assets, and (ii) since August 31, 2018, no Seller Business Group Member has Sellers have not received notice of any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law of the foregoing (whether material or Order applicable not). Except as set forth on Schedule 3.9(a), Sellers have not received notice of, nor, to the Business isSellers’ Knowledge, as is there any basis for, a claim by Disney that any portion of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orallyAcquired Operations is not compliant with the ADA.
(b) Except as would not reasonably be expected to be Schedule 3.9(b) sets forth a list of all material permits, licenses, registrations, authorizations, consents, certificates, orders, franchises, variances and approvals of Governmental Entities (“Permits”) relating to the Seller Business Group Acquired Assets or Acquired Operations. Sellers own, hold, possess or lawfully use all Permits necessary for the Businessownership, taken use or operation of the Acquired Assets and the conduct and operation of the Acquired Operations as presently conducted. Sellers are in compliance with such Permits, as applicable, all of which are in full force and effect, and Sellers have not received any notices (written or oral) to the contrary, and, to the Knowledge of the Sellers, there is no basis for believing that any Permit will not be renewable upon expiration without the need to comply with any special qualification procedures or to pay any amounts other than routine filing fees. None of such Permits will be adversely affected by the consummation of the transactions contemplated hereby, none of such Permits will expire or terminate as a whole, (i) result of the Principal JV Entities areconsummation of the transactions contemplated hereby, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable each such Permit issued to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and Sellers will continue in full force and effect and following the Closing without requiring the consents or approval of any Person. No Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permits, except where the failure to obtain received any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no notification from any Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
Entity (i) There are no actions threatened asserting that it is not in writing or, to Seller’s Knowledge, threatened orally, by compliance with any Governmental Body to suspend Legal Requirement or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured threatening to revoke any material Permit owned or held by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired Companiesit.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18).
Appears in 1 contract
Samples: Asset Purchase Agreement (American Locker Group Inc)
Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Seller Business Group is, Each of ListCo and since August 31, 2018 has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orally.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a wholeits Subsidiaries:
(i) There are no actions threatened in writing oris, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August and since December 31, 20182022 has been, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits Laws;
(ii) has not received any written notice from any Governmental Authority of a material violation of any applicable Law since December 31, 2022;
(iii) holds, and applicable Laws since December 31, 2022 has held, all material licenses, approvals, consents, registrations, franchises and Orders and manufacturer requirements. As permits necessary to operate their respective businesses as such businesses are being operated as of the date hereofhereof (the “ListCo Permits”); and
(iv) is, no Governmental Body and since December 31, 2022 has initiated or commenced been, in compliance with and not in default in any currently pendingmaterial respect under such ListCo Permits; in each case except, or threatened in writing or, with respect to Seller’s Knowledge, threatened orally to initiate or commenceany Subsidiaries of ListCo (but not ListCo itself), any action to enjoin the Manufacturenon-compliance, sale notice, default or distribution lack of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws ListCo Permit that has not and Orders), except as would not reasonably be expected to be material to have, individually or in the Business or the Acquired Companiesaggregate, a Material Adverse Effect.
(eb) None Neither of ListCo nor any of its Subsidiaries, nor to the Knowledge of ListCo, any Representative acting on behalf of ListCo or any of its Subsidiaries, is or has been (i) identified on any sanctions-related list of restricted or blocked persons, including the list of Specially Designated Nationals and Blocked Persons maintained by the OFAC, the Consolidated List of Financial Sanctions Targets maintained by His Majesty’s Treasury of the representations United Kingdom, and warranties contained the Consolidated List of Persons, Groups, and Entities Subject to EU Sanctions; (ii) organized, resident, or located in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being country that is itself the subject of Section 3.13), data privacy matters U.S. or applicable non-U.S. economic sanctions; or (such matters being the subject of Section 3.14), employee benefits matters iii) owned or controlled by any persons described in clause (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17i) or environmental matters (such matters being the subject of Section 3.18ii).
(c) ListCo and its Subsidiaries, and, to the Knowledge of ListCo, the Representatives acting on behalf of ListCo and its Subsidiaries, are and, in the past two (2) years, have been in material compliance with applicable Laws relating to economic or financial sanctions (including those administered by OFAC, His Majesty’s Treasury of the United Kingdom, the European Union, or any EU member state).
Appears in 1 contract
Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be material The Company, its Subsidiaries, and, to the Seller Business Group or the Business, taken as a whole, (i) the Seller Business Group is, and since August 31, 2018 has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as knowledge of the date hereofCompany and its Subsidiaries’ officers, pending or threatened in writing or, to Seller’s Knowledge, threatened orally.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities directors and employees are, and since August 31January 1, 2018 have been, in compliance in all respects with all Applicable Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders)respects, except as would not reasonably be expected to be material to the Business Company and its Subsidiaries, taken as a whole. Since January 1, 2018, (i) none of the Company or any of its Subsidiaries has been subjected to, or received any notification from, any Governmental Authority of a violation of any Applicable Law or any investigation by a Governmental Authority for actual or alleged violation of any Applicable Law, (ii) to the Acquired Companiesknowledge of the Company, no claims have been filed against the Company or any of its Subsidiaries with any Governmental Authority alleging any material failure by the Company or any of its Subsidiaries to comply with any Law to which it is subject, and (iii) none of the Company nor any of its Subsidiaries has made a voluntary, directed, or involuntary disclosure to any Governmental Authority regarding any alleged act or omission arising under or relating to any noncompliance with any Law.
(eb) None The Company and each of its Subsidiaries has all Permits that are required to own, lease or operate its properties and assets and to conduct its business as currently conducted and as proposed to be conducted (the “Company Permits”), except where the failure to have such Company Permits would not be material to the Company and its Subsidiaries, taken as a whole. As of the representations date hereof, (i) each Company Permit is in full force and warranties contained effect in accordance with its terms, (ii) no outstanding notice of revocation, cancellation or termination of any Company Permit has been received by the Company or any of its Subsidiaries, (iii) there are no Actions pending or, to the knowledge of the Company, threatened, that seek the revocation, suspension, withdrawal, adverse modification, cancellation or termination of any Company Permit, (iv) each of the Company and each of its Subsidiaries is, and has been since January 1, 2018, in compliance with all material Company Permits applicable to the Company or such Subsidiary and no condition exists that with notice or lapse of time or both would constitute a default under such Company Permits, in each case, except as would not be material to the Company and its Subsidiaries, taken as a whole. The consummation of the transactions contemplated by this Section 3.10 shall Agreement will not cause the revocation, modification or cancellation of any Company Permits, except for any such revocation, modification or cancellation that would not reasonably be deemed expected to relate be, individually or in the aggregate, material to any intellectual property matters (such matters being the subject Company and its Subsidiaries, taken as a whole. Section 5.10(b) of Section 3.13), data privacy matters (such matters being the subject Company Disclosure Schedule contains a complete list of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18)all material Company Permits.
Appears in 1 contract
Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) Except for those matters that individually or in the Seller Business Group is, aggregate have not had and since August 31, 2018 has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orally.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Parent Material Adverse Effect.:
(dA) Except each of Parent and its Subsidiaries is and has been since January 1, 2007 in compliance with all Laws (including those related to human health and safety or to the environment) and Orders applicable to it, its properties, rights or assets or its business or operations;
(B) Parent and each of its Subsidiaries has in effect all Permits, including Permits related to human health and safety or to the environment, necessary for it to own, lease or operate its properties and other assets and to carry on its business and operations as currently conducted and as were conducted through the most recently completed fiscal year, and neither Parent nor any of its Subsidiaries has reason to believe that any such Permit will be revoked, will not be renewed, or will be modified on terms more burdensome than currently applicable;
(C) there has occurred no default under, or violation of, any such Permit;
(D) the consummation of the Merger would not cause the revocation, modification or cancellation of any such Permit; and
(E) (I) since January 1, 2007, neither Parent nor any of its Subsidiaries has, in a manner that could give rise to liability under applicable Laws, Released any Hazardous Materials in, on, under, from or affecting any properties or facilities currently or formerly owned, leased or operated by Parent or any of its Subsidiaries, (II) to the Knowledge of Parent, Hazardous Materials are not otherwise present at or affecting any such properties or facilities, or at any other location, that could reasonably be expected to be material result in liability to or otherwise adversely affect Parent or any of its Subsidiaries, and (III) to the Seller Business Group Knowledge of Parent, there is no basis for any claim against it or the Business, taken as a whole:
(i) There are no actions threatened in writing or, any of its Subsidiaries or any liability or obligation of it or any of its Subsidiaries under any Laws related to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member human health and safety or to seize or detain on import any such productsthe environment.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to SellerTo Parent’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold a) it is in compliance in all material respects with all applicable Permits the Foreign Corrupt Practices Act and applicable any other United States and foreign Laws concerning corrupting payments; and Orders (b) between January 1, 2005 and manufacturer requirements. As the date of this Agreement, Parent has not been investigated by any Governmental Entity with respect to, or given notice by a Governmental Entity of, any violation by Parent of the date hereofForeign Corrupt Practices Act or any other United States or foreign Laws concerning corrupting payments. This paragraph (k) does not relate to Tax matters, no Governmental Body has initiated labor or commenced any currently pendingemployment matters, ERISA matters, or threatened in writing orIntellectual Property matters, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired Companies.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters those topics being the subject of Section 3.13paragraphs (l), data privacy matters (such matters being the subject of Section 3.14m), employee benefits matters (such matters being the subject of Section 3.15n) and (p), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18)as applicable.
Appears in 1 contract
Samples: Merger Agreement (Xerox Corp)
Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be material to set forth on Schedule 5.15, Seller and the Seller Business Group or the Business, taken as a whole, (i) the Seller Business Group is, and since August 31, 2018 has been, Subsidiaries are in compliance in all respects with all Laws (other than Environmental Laws covered in Section 5.16 and Orders Tax Laws covered in Section 5.7) of any Governmental Body applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orally.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect. Since the later of December 1, 2001 and, with respect to any Subsidiary having a Seller Acquisition Date after December 1, 2001, the Seller Acquisition Date applicable to such Subsidiary, neither Seller nor the Subsidiaries have received any written notice of or been charged with any material violation of any Laws relating to the Business. With respect to any Subsidiary having a Seller Acquisition Date after December 1, 2001, to the Knowledge of Seller, such Subsidiary has not, prior to the Seller Acquisition Date applicable to such Subsidiary, received any written notice of or been charged with any material violation of any Laws relating to the Business.
(db) Except as set forth on Schedule 5.15, Seller and the Subsidiaries currently have all Permits, and have made all registrations or filings with or notices to any Governmental Body, which are required for the operation of the Business as presently conducted, except where the absence of which would not reasonably be expected to be material to materially interfere with or limit the operation of the Business as presently conducted. Neither Seller Business Group nor the Subsidiaries are in default or violation (and no event has occurred which, with notice or the Businesslapse of time or both, taken as would constitute a whole:
(idefault or violation) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products term, condition or services currently provided by any Seller Business Group Member or to seize or detain on import provision of any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders)Permit, except as where such default or violation would not reasonably be expected to be material have a Material Adverse Effect. No proceeding to modify, suspend, revoke, withdraw, terminate or otherwise limit any such Permit is pending or, to the Business Knowledge of Seller, threatened. No action by any Governmental Body has been taken or, to the Knowledge of Seller, threatened, in connection with the expiration, continuance or the Acquired Companiesrenewal of any such Permit.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18).
Appears in 1 contract
Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be material to All activities of the Seller Business Group or the Business, taken as a whole, (i) the Seller Business Group is, Transferred Companies and since August 31, 2018 has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group their Subsidiaries and the Businessofficers, (ii) since August 31directors, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business agents and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as employees of the date hereof, pending or threatened Transferred Companies and their Subsidiaries (while acting in writing or, to Seller’s Knowledge, threatened orally.
(bthe course of performing their duties on behalf of the Transferred Companies and their Subsidiaries) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group iscurrently being, and has been since August 31, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold conducted in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirementsPermits. As To the Knowledge of Sellers, none of the date hereofTransferred Companies or their Subsidiaries are under investigation with respect to any violation of any applicable Law, and, to the Knowledge of Sellers, there are no Governmental Body has initiated facts or commenced circumstances which would reasonably form the basis for any currently pendingsuch violation. H:836720 37
(b) Each Transferred Company and its Subsidiaries and their respective officers, directors, agents and employees have had and have, in full force and effect, all Permits necessary to conduct its business and own, lease and operate its properties. A true, correct and complete list of all Permits held by each Transferred Company and its Subsidiaries is set forth in Section 3.20(b) of the Disclosure Schedule. Each Transferred Company and its Subsidiaries have conducted their business in material compliance with all terms and conditions of the Permits. No suspension, revocation or threatened in writing cancellation of any of the Permits is pending or, to Seller’s Knowledgethe Knowledge of Sellers, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired Companiesthreatened.
(ec) None of the representations Sellers, the Transferred Companies and warranties contained in this Section 3.10 shall be deemed the Subsidiaries nor, to relate the Knowledge of Sellers, any of their respective directors, officers, employees, agents or other representatives, has (i) offered, authorized, promised, made or agreed to make gifts of money, other property, other value or similar benefits or contributions (other than incidental gifts or articles of nominal value) to any intellectual property matters actual or potential customer, governmental employee or other Person in a position to assist or hinder any Transferred Company or their Subsidiaries in connection with any actual or proposed transaction or to any political party, political party official or candidate for foreign, federal, state or local public office, in each case, in violation of any Law or (such matters being the subject ii) maintained any unrecorded fund or asset of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment any Transferred Company or its Subsidiaries for any improper purpose or made any false entries on its books and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18)records for any reason.
Appears in 1 contract
Compliance with Laws; Permits. (a) Except as would has not had and could not reasonably be expected excepted to be material to have, individually or in the Seller Business Group or the Businessaggregate, taken as a wholeMaterial Adverse Effect, (i) the Seller Business Group isCompany and its Subsidiaries, since January 1, 2017, have conducted and since August 31, 2018 has been, are conducting their businesses in compliance in all respects with all Laws and Orders (including all Environmental Laws) applicable to the Seller Business Group and the BusinessCompany, any of its Subsidiaries or any of their assets, (ii) since August 31, 2018, no Seller Business Group Member neither the Company nor any of its Subsidiaries has received any written or, to Seller’s Knowledge, oral notice notification or communication from any Governmental Body alleging Authority of any noncompliance alleged, potential or actual violation by the Company or any Seller Business Group Member or the Business with respect to of its Subsidiaries of any such Law or Order applicable to the Business and (iii) no investigation by the Redomiciliation complied with all applicable Laws. The Company is not a “potentially responsible party” under any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orallyEnvironmental Laws.
(b) Except as would not reasonably be expected The Company and its board of directors have taken all necessary action, if any, in order to be material to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Seller Business Group Company’s Organizational Documents or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders of its state of incorporation that is or could become applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding Investor as a violation of any such Law or Order applicable to a Principal JV Entity is, as result of the date hereof, pending Investor and the Company performing their obligations or threatened in writingexercising their rights under this Agreement.
(c) All Permits required for the Seller Business Group The Company and each of its Subsidiaries possess all licenses, certificates, consents, approvals, permits and other authorizations issued by all applicable authorities necessary to conduct the Business have been obtained by a Seller Business Group Member their respective businesses (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group iscollectively, “Permits”), and neither the Company nor any of its Subsidiaries is or has been since August 31in conflict with, 2018or in default, in compliance in with all such Permitsbreach or violation of, except where any Permit or has received any notice of proceedings relating to the failure to obtain revocation or modification of any such Permit which, if the subject of an unfavorable decision, ruling or to be valid and in full force and effect or to be in compliance therewith would not finding, could reasonably be expected to be material to have, individually or in the Seller Business Group or the Business. Since August 31aggregate, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired Companies.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18).
Appears in 1 contract
Samples: Equity Purchase Agreement (Arcturus Therapeutics Ltd.)
Compliance with Laws; Permits. (a) Except as set forth in Section 3.16 of the Sun Disclosure Letter, since January 1, 2001, neither Sun nor any Sun Subsidiary has violated or failed to comply with any Law (including Privacy Laws) applicable to the Acquired Business, Acquired Hotels or Acquired Entities, except in each case to the extent that such violation or failure, individually and in the aggregate, has not resulted in and would not reasonably be expected to be material result in a Sun Material Impairment. Each of Sun, each Seller (with respect to the Seller Business Group or Acquired Business), each Acquired Entity and each Sun Subsidiary that is a management company of an Acquired Property owns and/or possesses all permits, licenses, variances, authorizations, exemptions, orders, registrations and approvals of all Governmental Entities (the “Permits”) which are required for the businesses, activities and operations of the Acquired Business, taken as a wholeexcept where the absence of such Permits, (i) individually and in the Seller Business Group isaggregate, has not resulted in, and since August 31would not reasonably be expected to result in, 2018 a Sun Material Impairment. Each of Sun, each Seller (with respect to the Acquired Business), each Acquired Entity and each Sun Subsidiary that is a management company of an Acquired Property has been, been in compliance in all respects with all Laws the terms of its Permits, except for such instances of non-compliance which have been cured or which, individually and Orders applicable to in the Seller Business Group aggregate, have not resulted in, and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orally.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Businessresult in, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV EntitiesSun Material Impairment. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any All such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and neither Sun nor any Sun Subsidiary has received notice that any suspension, modification or revocation of any of them is pending or, to the Seller Business Group isKnowledge of Sun, and has been since August 31threatened nor, 2018to the Knowledge of Sun, in compliance in with all do any grounds exist for any such Permitsaction, except where the failure to obtain any for such Permit suspensions, modifications or to be valid revocations that, individually and in full force the aggregate, have not resulted in and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened result in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Sun Material Adverse EffectImpairment.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired Companies.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18).
Appears in 1 contract
Samples: Master Agreement and Plan of Merger (Starwood Hotel & Resorts Worldwide Inc)
Compliance with Laws; Permits. (a) Except as would The Business is not reasonably be expected to be material to the Seller Business Group violating any Laws or the Business, taken as a whole, (i) the Seller Business Group is, and since August 31, 2018 has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and conduct of the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or except for violations the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation existence of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orally.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as which would not reasonably be expected to have a Material Adverse Effect.
(b) No material Action relating to the Business has been commenced by Seller (with respect to the Business, the Transferred Assets or the Assumed Liabilities), which has not heretofore been resolved and for which there is no remaining liability to Seller. Seller (with respect to the Business, the Transferred Assets and/or the Assumed Liabilities) is not subject to any material Order.
(c) Since January 1, 2022, neither Seller nor, to the Knowledge of Seller, any director, officer, employee, independent contractor or other Person acting on behalf of Seller (with respect to the Business, the Transferred Assets or the Assumed Liabilities), has directly or indirectly made any unlawful contribution, gift, bribe, rebate, payoff, influence payment, kickback or other unlawful payment that would constitute a violation of any Anti-Corruption Law that applies to Seller and for which jurisdiction against Seller could be appropriately obtained, in each case except as would not be expected to have a Material Adverse Effect.
(d) Except Since January 1, 2022, Seller, with respect to the Business, the Transferred Assets and/or the Assumed Liabilities, except as would not reasonably be expected to have a Material Adverse Effect, has conducted all transactions in accordance with applicable provisions of Ex-Im Laws and Sanctions Laws, including the Export Administration Regulations, the International Traffic in Arms Regulations, and the executive orders and regulations administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”). Since January 1, 2022, neither Seller nor, to the Knowledge of Seller, any directors, officers, or employees, acting on behalf of Seller in respect of the Business, the Transferred Assets and/or the Assumed Liabilities: (i) is a Person with whom transactions are prohibited under any U.S. Sanctions Laws, including those administered by OFAC; (ii) has directly or indirectly transacted business with or transferred any payments or proceeds to or for the benefit of a Restricted Person on behalf or for the benefit of Seller in violation of Sanctions Laws; (iii) is organized or ordinarily resident in a Sanctioned Country in violation of Sanctions Laws; (iv) has engaged in any dealings or transactions in any Sanctioned Country in violation of Sanctions Laws on behalf or for the benefit of Seller; or (v) has engaged in any other conduct constituting a violation of Sanctions Laws, anti-boycott Laws, or Ex-Im Laws, in each case, related to the Business, the Transferred Assets and/or the Assumed Liabilities, except as would not be expected to have a Material Adverse Effect.
(e) Seller owns or possesses all Permits that are necessary or required to own and operate the Transferred Assets and to conduct the Business as presently conducted, except where the failure to obtain, own, or possess any such Authorization would not be material to the Seller Business Group or the Business, taken as a whole:
(i) There , all of which are no actions threatened set forth on Schedule 4.07(e). All such Permits are valid and in writing or, full force and effect. All payable fees and charges with respect to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such productsPermits have been paid in full.
(iif) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, (with respect to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectivelythe Business, the “Business Manufactured Products”), have been Manufactured and sold Transferred Assets and/or the Assumed Liabilities) is in compliance in all material respects with the terms and conditions of all applicable such Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired Companies.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18set forth on Schedule 4.07(e).
Appears in 1 contract
Compliance with Laws; Permits. (a) Except as set forth on Schedule 3.14(a), (i) each of the Companies is conducting its business and is in compliance with all applicable Laws, except where the failure to be so in compliance would not reasonably be expected to be material to impair the Seller Business Group or ability of the Business, Companies (taken as a whole) to operate in the Ordinary Course of Business, (i) the Seller Business Group is, and since August 31, 2018 has been, or result in compliance in all respects with all Laws and Orders applicable a Liability to the Seller Business Group Companies (taken as a whole) in an amount greater than five percent (5%) of the consolidated assets of the Companies as reflected in the Financial Statements of the Companies as of the Balance Sheet Date and the Business, (ii) since August 31there is no fact, 2018circumstance or matter that constitutes or may constitute a material violation of any applicable Laws by the Companies, no Seller Business Group Member has or that gives or may give rise to an obligation on the part of the Companies to undertake, or to bear all or a portion of the costs of any remedial acts of any nature. The Companies have not received any written notice or, to Seller’s Knowledge, oral notice notice, from a Governmental Authority alleging that any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereofCompanies is not in material compliance with, or in a potential material violation of, any applicable Law, and there are no pending or threatened in writing hearings or, to Seller’s Knowledge, threatened orallyinvestigations or other actions with respect to any such violation.
(b) Except The Companies have obtained and complied with all Permits, including those required by the Block 7 PSC and the Unitization Resolution, necessary for the lawful ownership of the Participating Interests, the conduct of its business, the activities under the Block 7 PSC and the Unitization Resolution and the use of its properties and assets, as conducted and used as of the Execution Date, except where the failure to obtain and comply with such Permits would not reasonably be expected to be material to impair the Seller Business Group or ability of the Business, Companies (taken as a whole) to operate in the Ordinary Course of Business, (i) the Principal JV Entities are, and since August 31, 2018 have been, or result in compliance in all respects with all Laws and Orders applicable a Liability to the Principal JV EntitiesCompanies (taken as a whole) in an amount greater than five percent (5%) of the consolidated assets of the Companies as reflected in the Financial Statements of the Companies as of the Balance Sheet Date. Each of such Permits is valid and subsisting. The operation of the Companies’ business and the activities under the Block 7 PSC and the Unitization Resolution as currently conducted is not in material violation of, nor are the Companies in material default or violation under, any such Permit. The Companies have not received any written notice or, to Seller’s Knowledge, oral notice, from a Governmental Authority alleging any material violations of such Permits by any of the Companies. To Sellers’ Knowledge, as of the Execution Date no event has occurred that, with or without notice or lapse of time or both, would be expected to result in the revocation, suspension, lapse, or limitation of any such Permit.
(iic) since August 31Neither Seller, 2018the Companies nor any of their directors, no Principal JV Entity has officers, employees, agents, consultants and other advisors acting at their direction have (1) violated the U.S. Foreign Corrupt Practices Act of 1977 or any other Applicable Mexican Laws relating to the prevention of bribery and corruption, money laundering, the prevention of terrorism and export/import controls (all such Laws, “Anticorruption Laws”), or (2) received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity Authority with respect to any such Law actual, potential or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a alleged violation of any Anticorruption Law. Seller and the Companies have maintained policies and procedures designed to ensure compliance by the Companies with such Anticorruption Laws. For purposes of this Section 3.14(c) the term “Applicable Mexican Laws” includes, without limitation, the Mexican Federal Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct Prevention and Identification of Operations with Resources of Unlawful Origin (Ley Federal para la Prevención e Identificación de Operaciones con Recursos de Procedencia Ilícita), the Business have been obtained by a Seller Business Group Member Mexican Federal Anti-Corruption Law in Public Procurement (and following Ley Federal de Anticorrupción en Contrataciones Públicas), the Restructuring will be held by an Acquired Company) and are valid and in full force and effect Mexican Federal Criminal Code (Código Penal Federal), and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permits, except where Mexican Federal Law on the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
Administrative Responsibilities of Public Officials (d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired Companies.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18Ley Federal de Responsabilidades Administrativas de los Servidores Públicos).
Appears in 1 contract
Samples: Equity Interest Purchase Agreement (Talos Energy Inc.)
Compliance with Laws; Permits. (a) Except The Seller Parties, the Companies and, as would not reasonably be expected to be material to the Seller Business Group or applicable, their respective Affiliates are, and have at all times since January 1, 2013 been, and during such period, each of them have conducted the Business, taken as a whole, (i) the Seller Business Group is, and since August 31, 2018 has beenin each case, in compliance in all material respects with all Laws and Orders applicable to the conduct of the Business or by which any Seller Business Group and Parties (in respect of the Business, any Company (or its assets, including Acquired Asset) or Assumed Liability) or the Companies, their respective assets (including the Acquired Assets), or Assumed Liabilities are bound. Since January 1, 2013, none of the Seller Parties or the Companies has (i) received any written, or to the Knowledge of Seller, other notice that any of the Seller Parties, the Companies or the Business have not complied in any material respect with any Laws and/or Orders applicable to the ownership, operation or conduct of the Business, the Companies, their respective assets (including the Acquired Assets) or Assumed Liabilities, (ii) been charged or threatened with, and, to the Knowledge of Seller, is not under pending investigation by a Government Authority with respect to, any material violation of any Law related to the ownership, operation or conduct of the Business, the Companies, their respective assets (including the Acquired Assets) or Assumed Liabilities, (iii) violated any Law relating to anti-bribery or anticorruption or that otherwise prohibits the corrupt payment to any government or public officials, nor (iv) made or provided a voluntary or mandatory disclosure of any material false statement or material omission to any Government Entity. The Seller Parties, the Companies and, as applicable, their respective Affiliates validly hold, and have at all times since August 31January 1, 20182013 (including after giving effect to the Reorganization) validly held, no all Material Permits (including Environmental Permits) necessary or required for the ownership, operation, and/or conduct of the Business, the Companies, their respective assets (including the Acquired Assets) or Assumed Liabilities, including making all material filings and payments of duties and fees required by any Government Authority. None of the Seller Parties, the Companies or, as applicable their respective Affiliates is, and at all times since January 1, 2013 has not been, in violation or default under or is currently violating in any material respect any Material Permit. No suspension, cancellation, modification, revocation or nonrenewal of any Material Permit is pending, or, to the Knowledge of Seller, threatened. The Companies and the Business Group Member has received will have as of the Closing the use and benefit of all such Material Permits. None of the Seller Parties, the Companies, nor any written of their respective Affiliates, nor to the Knowledge of Seller, any other Person acting on behalf of any of them, is a Person that is, or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance is owned or controlled by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business Person that is, as of the date hereofor has otherwise engaged in any transaction or otherwise dealt directly or indirectly with, pending a Person with whom Canadian or threatened in writing or, to Seller’s Knowledge, threatened orallyUnited States Persons are prohibited from dealing under applicable Law.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, Each of (i) the Principal JV Entities are, book value of assets in Canada of the Companies and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31the gross revenues from sales in or from Canada generated by the Companies’ assets in Canada are less than C$86 million, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity when calculated in accordance with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as Part IX of the date hereof, pending or threatened in writingCompetition Act and the regulations thereunder.
(c) All Permits required for None of the Seller Business Group Parties (with respect to conduct the Business have been obtained by a Seller Business Group Member (and following Business) nor any of the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group Companies is, and has been since August 31January 1, 20182013 none have been, required to be registered, licensed or qualified as (i) an investment adviser, broker, dealer, commodity broker-dealer, introducing broker, futures commission merchant or in any similar capacity within the meaning of any applicable Law or (ii) subject to any Liability or disability by reason of any failure to be so registered, licensed or qualified, in compliance in each case, with all such Permitsrespect to the ownership, except where operation and/or conduct of the Business, the Companies, their respective assets (including the Acquired Assets) or Assumed Liabilities. None of the Seller Parties, the Companies nor, as applicable, their respective Affiliates has received notice of, and is not aware of any basis for, any pending Action or Order concerning any failure to obtain any such Permit investment adviser, broker, dealer, commodity broker-dealer, introducing broker, futures commission merchant, or to be valid and similar registration, license or qualification, in full force and effect or to be in compliance therewith would not reasonably be expected to be material each case, with respect to the Seller Business Group or the Business. Since August 31ownership, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or operation and/or conduct of the Business, taken as a whole:
the Companies, their respective assets (i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired Companies.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17Assets) or environmental matters (such matters being the subject of Section 3.18)Assumed Liabilities.
Appears in 1 contract
Samples: Stock Purchase Agreement (Investment Technology Group, Inc.)
Compliance with Laws; Permits. (a) Except (i) with respect to matters set forth in Section 3.10 of the Company Disclosure Schedules or (ii) as would not reasonably be expected to be material have, individually or in the aggregate, a Company Material Adverse Effect, each of the Acquired Companies and to the Seller Business Group Company’s Knowledge, each equity holder, manager, director, officer, employee and service provider of the Acquired Companies, and any other Persons acting on behalf of the Acquired Companies, is and has been since the date that is three (3) years preceding the date hereof in compliance with all Laws applicable to the Acquired Companies or the Business, taken as a whole, (i) . None of the Seller Business Group is, and since August 31, 2018 has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member Acquired Companies has received any written or, to Sellerthe Company’s Knowledge, oral notice from to the effect that a Governmental Authority claimed or alleged that any Governmental Body alleging Acquired Company is not in compliance with any noncompliance by any Seller Business Group Member or the Business with respect to any such applicable Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law Acquired Companies or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orallyBusiness.
(b) Except as would not reasonably be expected to be material to To the Seller Business Group or Knowledge of the Business, taken as a wholeCompany, (i) the Principal JV Entities areall materials, products and services distributed or marketed by any Acquired Company have at all times made all material disclosures to users or customers required by applicable Law, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to none of such disclosures made or contained in any such Law materials have been inaccurate, incomplete, misleading or Order applicable to such Principal JV Entity and (iii) no investigation by deceptive in any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writingmaterial respect.
(c) All Except with respect to matters set forth in Section 3.10(c) of the Company Disclosure Schedules, the Acquired Companies and their Business have, and for the past three (3) years have, (i) had all material Permits required for the Seller Business Group to own, lease, maintain, operate and conduct the Business have been obtained by a Seller Business Group Member business of the Company, (ii) conducted in compliance with the terms and following the Restructuring will be held by an Acquired Company) conditions of all material Permits, and all such Permits are valid and in full force and effect effect; and the Seller Business Group is(iii) no Acquired Company is in violation or breach of, no event has occurred which would constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification or acceleration) of, and has been since August 31, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing Proceedings are pending or, to Sellerthe Knowledge of the Company, threatened, relating to the Acquired Companies’ compliance with, any material Permit. No Acquired Company has received written or, to the Company’s Knowledge, threatened orallyoral notice, other communication or, to revokethe Knowledge of the Company, suspendany threats from any Governmental Authority regarding (A) any actual or possible material violation of law or any material Permit or any failure to comply with any term or requirement of any material Permit or (B) any actual or possible revocation, limitwithdrawal, vary suspension, cancellation, termination or not renew modification of any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
The Acquired Companies (i) There are no actions threatened maintain and have maintained books, records and accounts which, in writing orreasonable detail, to Seller’s Knowledgeaccurately and fairly reflect travel, threatened orallygift and entertainment expenses, by any Governmental Body to suspend or deny the distributionpurchases, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
contributions and other business expenses, and (ii) Since August 31have implemented and maintain a system of internal accounting controls reasonably designed to ensure that all transactions are executed in accordance with the Acquired Companies’ management’s general or specific authorization and accurately recorded. None of the Acquired Companies, 2018nor any of their respective directors, all Products Manufactured by a Seller Business Group Memberofficers, and employees has in the last eight (8) years violated, conspired to violate, or sold by a Seller Business Group Member oraided and abetted the violation of any applicable Anti-Corruption Laws. None of the Acquired Companies in the past three (3) years nor, to Seller’s Knowledgethe Knowledge of the Company, sold any of their respective directors, officers, agents or Manufactured by any Person employees has, for or on behalf of a Seller Business Group Memberany of the Acquired Companies, including (A) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (B) paid, offered or promised to pay, or authorized or ratified the payment, directly or indirectly, of any monies or anything of value to any national, provincial, municipal or other Government Official (or family member or representative of such Government Official) or any political party or candidate for political office (or family member or representative of such candidate) for the purpose of corruptly influencing any act or decision of such official or of the government to obtain or retain business, or direct business to any person or to secure any other improper benefit or advantage, in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and in violation in any derivations thereof material respect of any applicable Anti-Corruption Law or (collectively, the “Business Manufactured Products”), have been Manufactured and sold C) knowingly made any other payments in compliance in all material respects with all violation of applicable Permits and applicable Laws and Orders and manufacturer requirementsLaw. As None of the date hereofAcquired Companies is or has been the subject of or a party to any allegation, no Governmental Body has initiated claim, whistleblower or commenced any currently pendingother complaint, voluntary disclosure, investigation, prosecution, settlement, enforcement action, or threatened in writing or, other legal Proceeding related to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired CompaniesAnti-Corruption Law.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to Acquired Companies nor any intellectual property matters director or officer of the Acquired Companies is a person or entity with whom dealings are prohibited under the economic sanctions administered by the United States, the United Kingdom, the European Union or any of its member states, or the United Nations (such matters being the subject of Section 3.13collectively, “Sanctions”), data privacy matters (such matters being whether as a result of the subject specific designation of Section 3.14)that person or entity, employee benefits matters (such matters being its ownership or control, the subject jurisdiction in which it is located, organized, or resident, or otherwise. Since April 24, 2019, none of Section 3.15), employment and labor matters (such matters being the subject Acquired Companies have made a material violation of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18)Sanctions.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Apogee Enterprises, Inc.)
Compliance with Laws; Permits. (a) Except as would not reasonably be expected disclosed on Section 6.10(a) of the Disclosure Schedule, to be material to Seller’s Knowledge, Seller’s ownership and operation of the Seller Business Group or the Business, taken as a whole, (i) the Seller Business Group Non-Buyer-Operated Assets is, and since August 31, 2018 at all times has been, in compliance in all material respects with the provisions and requirements of all Laws (except with respect to compliance with or matters related to Environmental Laws, which are addressed in Section 6.11 and Orders applicable Article V, and compliance with Laws concerning Taxes, which are addressed in Section 6.12) of all Governmental Authorities having jurisdiction with respect to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to such Assets. To Seller’s Knowledge, oral no event has occurred, nor does any circumstance exist (with or without notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law passage of time or Order applicable to the Business and both) that (iiii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orally.
(b) Except as would not reasonably be expected to be constitute or result in a material violation by Seller of, or a failure on the part of Seller to the Seller Business Group or the Businesscomply with, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders any applicable Law applicable to the Principal JV Entities. Non-Buyer-Operated Assets, or (ii) since August 31would reasonably be expected to give rise to any obligation under applicable Law on the part of Seller to undertake or perform, 2018or to bear all or any portion of the cost of, no Principal JV Entity any remedial action or measure of any nature with respect to the Non-Buyer-Operated Assets. Except as disclosed on Section 6.10(a) of the Disclosure Schedule, Seller has not received any written notice from any Governmental Body alleging Authority or any noncompliance by other Person regarding any Principal JV Entity (A) actual, alleged or potential violation of, or failure to comply with, any applicable Law in connection with respect the operation of the Non-Buyer-Operated Assets, or (B) actual, alleged or potential obligation under applicable law on the part of Seller to undertake or perform, or to bear all or any such Law portion of the cost of, any remedial action or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation measure of any such Law or Order applicable to a Principal JV Entity is, as nature in connection with the operation of the date hereof, pending or threatened in writingNon-Buyer-Operated Assets.
(cb) All Permits required for Section 6.10(b) of the Seller Business Group to conduct the Business have been obtained by Disclosure Schedule sets forth a Seller Business Group Member (true and following the Restructuring will be complete list of each Permit held by an Acquired CompanySeller (the “Held Permits”) and are valid and in full force and effect and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit applications submitted by or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member(the “Pending Permits”), including in each case products Manufactured that are primarily used or held for use in connection with the Non-Buyer-Operated Assets. True, complete and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), correct copies of each such Permit have been Manufactured and sold provided to Buyer. Seller is in compliance in all material respects with all applicable the terms of such Permits and applicable Laws each Permit is valid and Orders in force. The Held Permits constitute all material Permits necessary to own, operate and manufacturer requirementsmaintain the Non-Buyer-Operated Assets in the manner currently operated. As None of Seller nor any of its Affiliates has received any written notice from a Governmental Authority that (i) concerns any default or violation of Seller with respect to any Held Permit, (ii) claims that the date hereof, no Governmental Body has initiated application for any Pending Permit is invalid or commenced deficient or (iii) threatens to impose any currently pending, material restriction or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin condition upon the Manufacture, sale or distribution approval of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired CompaniesPending Permit.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18).
Appears in 1 contract
Samples: Purchase and Sale Agreement (Centennial Resource Development, Inc.)
Compliance with Laws; Permits. (a) Except as would set forth in Section 3.13(a) of the Disclosure Schedule, the Acquired Companies have complied, and are now complying, in all material respects, with all Laws applicable to them or their businesses, properties or assets. The Acquired Companies have not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Seller Business Group is, and since August 31, 2018 has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orally.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such alleged violation by the Acquired Companies of any applicable Law or (ii) entered into or been subject to any Governmental Order applicable with respect to such Principal JV Entity and (iii) no investigation the Acquired Companies or their respective properties or assets, or received any written request for information, notice, demand letter, inquiry, complaint or claim from any Governmental Body with respect to the foregoing. To the Seller’s Knowledge, none of the Seller, employees, consultants or agents of the Acquired Companies, in their respective capacities as such, has been charged, has received written notice or communication that he or she is or was, under investigation, by any Governmental Body regarding a violation with respect to any violations of any such Law or Order applicable to a Principal JV Entity isLaws, except as set forth in Section 3.13(a) of the date hereofDisclosure Schedule. Notwithstanding the foregoing, pending the representations and warranties in this Section 3.13(a) do not apply to matters covered by Section 3.7 (Taxes), Section 3.8 (Employee Benefit Plans), Section 3.10 (Labor and Employment Matters) or threatened in writingSection 3.14 (Environmental Matters).
(cb) Section 3.13(b) of the Disclosure Schedule sets forth a true and complete list of all Permits held by any of the Acquired Companies in connection with the conduct of the Acquired Companies’ businesses and operations, including the names of the Permits and their respective dates of issuance and expiration. All Permits required for the Seller Business Group Acquired Companies to conduct the Business their businesses have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permitsthem, except where the failure to obtain any such Permit or to be valid permits has not had and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to , and all such Permits are valid and in full force and effect, and the Seller Business Group or the Business, taken as a whole:
(i) There Acquired Companies are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable such Permits. All fees and charges with respect to such Permits and applicable Laws and Orders and manufacturer requirements. As as of the date hereofhereof have been paid in full. Neither the Acquired Companies, nor the Seller, has received any written notification regarding any actual or alleged failure to comply with any such Permit and no Governmental Body has initiated or commenced any currently pending, or threatened in writing Action is pending or, to the Seller’s Knowledge, threatened orally in writing to initiate revoke, suspend deny, terminate, cancel, withdraw or commence, limit any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired Companiessuch Permit.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18).
Appears in 1 contract
Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be material to set forth in Section 3.10(a) of the Seller Business Group or the Business, taken as a wholeSellers Disclosure Schedules, (i) the Seller Business Group is, and since August 31, 2018 has been, Acquired Companies are in compliance in all material respects with all Laws and Orders applicable to the Seller Business Group and the BusinessAcquired Companies, (ii) since August 31January 1, 20182017, no Seller Business Group Member Acquired Company has violated any Law nor received any written or, to Seller’s Sellers’ Knowledge, oral notice from any Governmental Body alleging any material noncompliance by any Seller Business Group Member or the Business Acquired Company with respect to any such Law or Order applicable to the Business and (iii) no investigation of the Acquired Companies by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, is pending or threatened in writing or, to Seller’s Sellers’ Knowledge, threatened orally.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(cb) Section 3.10(b) of the Sellers Disclosure Schedules correctly describes each Permit that is material to the conduct of the business of the Acquired Companies and the name of the Governmental Body issuing such Permit. All Permits required for the Seller Business Group Acquired Companies to conduct the Business their business as currently conducted have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) Company and are valid and in full force and effect and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permitseffect, except where the failure to obtain any such Permit or the failure to be valid and in full force and effect would not, individually or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or aggregate, materially impair the Business. Since August 31conduct of such business, 2018and the Acquired Companies are, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold since January 1, 2017, in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As such Permits, except as set forth in Section 3.10(b) of the date hereofSellers Disclosure Schedules. Subject to the receipt of the Consents and Permits, no Governmental Body has initiated or commenced any currently pendingand the making of the declarations, or threatened filings and notices, referred to in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and OrdersSection 3.5(b), except none of the Permits shall be terminated or impaired or become terminable, in whole or in part, as a result of the transactions contemplated by this Agreement and the other Transaction Agreements, in each case other than as would not reasonably be expected to be be, individually or in the aggregate, material to the Business or the Acquired Companies, taken as a whole.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18).
Appears in 1 contract
Samples: Stock Purchase Agreement (Millicom International Cellular Sa)
Compliance with Laws; Permits. (a) Except as would Seller is not reasonably be expected in breach or violation of, or default under any Law applicable to be material to the Seller Business Group or the Business, taken as a wholethe Facility, (i) the Seller Business Group isor any Purchased Asset, and since August 31has not been in breach or violation of, 2018 has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to default under any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orallyLaw.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity Solely with respect to the Business or the Facility, Seller has not made, nor has Seller directed any of its directors, officers, employees, or agents (or, to the Knowledge of Seller, any Representatives or other persons acting on the express authority of Seller) to make, directly or indirectly, overtly or covertly, any contribution, gift, bribe, payoff, influence payment, or kickback to any Person (including, in the case of an individual, any family members of such Law Person and in the case of an entity, any Affiliates of such entity), regardless of form, whether in money, property or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a services, in violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writingLaw.
(c) With respect to the Business, the Facility, and the Purchased Assets, Seller (i) does not have any reporting obligations pursuant to any settlement agreement entered into with any Governmental Authority, (ii) is not and has not been, and has not received written notice that it is or has been, the subject of any inspection, investigation, survey, audit, monitoring or other form of review by any Governmental Authority, professional review organization, accrediting organization or certifying agency, (iii) has not been a defendant in any qui tam or False Claims Act litigation, or (iv) has not been served with or received any written search warrant, subpoena (other than those related to actions against third parties), civil investigative demand or contact letter from any Governmental Authority. For purposes hereof, a “contact letter” shall mean a letter from a Governmental Authority notifying Seller of a potential violation under a Law which allows Seller an opportunity to respond prior to the Governmental Authority taking further action.
(d) All Permits required for the Seller Business Group to conduct the Business as currently conducted or for the ownership and use of the Purchased Assets and use of the Facility have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect effect. All fees and charges with respect to such Permits as of the date hereof have been paid in full. Section 5.07(d) of the Disclosure Letter lists all current Permits issued to Seller that are necessary for the conduct of the Business as currently conducted or the ownership or use of the Facility and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof Purchased Assets (collectively, the “Business Manufactured ProductsScheduled Permits”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As including the names of the date hereofPermits, no Governmental Body has initiated or commenced issuer of such Permits, and their respective dates of issuance and expiration, as well as any currently pendingconsents, notices, or threatened approvals required for the Scheduled Permits to be transferred to Buyer in writing connection with Closing (the “Permit Consents”). Seller is not in breach or violation of and there is no pending or, to the Knowledge of Seller’s Knowledge, threatened orally to initiate or commenceProceeding with respect to, any action to enjoin of the Manufacture, sale or distribution Scheduled Permits. Seller has not received any written notice of any Business Manufactured ProductProceeding pending or recommended by any Governmental Authority having jurisdiction over the Scheduled Permits to revoke, withdraw or suspend any such Permit. To the Knowledge of Seller’s Knowledge, no Business Manufactured Product Seller is adulteratednot under investigation with respect to any violation of, mislabeled or misbranded (or similar terms under any obligation to take remedial action under, any applicable Laws or Scheduled Permits. The Data Room contains true and Orders), except complete copies of all Scheduled Permits. Except as would not reasonably be expected to be material to the Business or the Acquired Companies.
(eset forth in Section 5.07(d) None of the representations and warranties contained in this Section 3.10 shall be deemed Disclosure Letter, all Scheduled Permits are assignable to relate Buyer at or prior to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18)Closing.
Appears in 1 contract
Samples: Asset Purchase Agreement (FreightCar America, Inc.)
Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Seller Business Group is, IWM and since August 31, 2018 has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orally.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and its Subsidiaries are valid and in full force and effect and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all Laws applicable to their business, operations or assets. Neither IWM nor any of its Subsidiaries has received any notice of or been charged with the violation of any Laws. To the Knowledge of IWM, IWM and its Subsidiaries are not under investigation with respect to the violation of any Laws and, there are no facts or circumstances which could form the basis for any such violation.
(b) Disclosure Schedule 4.18(b) contains a list of all Permits and applicable Laws and Orders and manufacturer requirements. As which are required for the operation of the date hereofbusiness of IWM or any of its Subsidiaries as presently conducted and as presently intended to be conducted (“IWM Permits”), other than those the failure of which to possess does not create a Material Adverse Effect. IWM and its Subsidiaries currently have all Permits which are required for the operation of their business as presently conducted and as presently intended to be conducted, other than those the failure of which to possess is immaterial. IWM and its Subsidiaries are not in default or violation, and no Governmental Body event has initiated occurred which, with notice or commenced the lapse of time or both, would constitute a default or violation, in any currently pendingmaterial respect of any term, condition or threatened in writing provision of any IWM Permit, and to the Knowledge of IWM, there are no facts or circumstances which could form the basis for any such default or violation. Neither IWM nor any of its Subsidiaries has received a notice that there are any Legal Proceedings pending or, to Seller’s Knowledgethe Knowledge of IWM, threatened orally threatened, relating to initiate the suspension, revocation or commence, any action to enjoin the Manufacture, sale or distribution modification of any Business Manufactured ProductIWM Permit. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired Companies.
(e) None of the representations and warranties contained IWM Permits will be impaired or in any way affected by the consummation of the transactions contemplated by this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18)Agreement.
Appears in 1 contract
Samples: Merger Agreement (Institute for Wealth Holdings, Inc.)
Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be material to set forth in Section 4.08 of the Seller Business Group or the BusinessDisclosure Letter, taken as a whole, (i) the Asset Seller Business Group is, and has at all times since August 31January 1, 2018 has 2013 been, in compliance in all material respects with all Laws and Orders applicable to the conduct of the Business. Since January 1, 2013, Asset Seller Business Group and has not (i) received any written notice that any Person, the Business, the Transferred Assets or the Assumed Liabilities have not complied in all material respects with all applicable Laws and Orders applicable to the conduct of the Business, the Transferred Assets or the Assumed Liabilities and (ii) since August 31been charged or threatened with, 2018, no Seller Business Group Member has received any written orand, to Seller’s Knowledgethe Knowledge of the Seller Parties, oral notice from any is not under pending investigation by a Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business Authority with respect to to, any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a material violation of any such Law or Order applicable related to the Business isownership or operation of the Business, the Transferred Assets or the Assumed Liabilities. None of the Seller Parties is party to any Order, nor, as of the date hereofAgreement Date, pending or threatened have any of them been advised in writing orby any Governmental Authority that it intends to seek any Order, to Seller’s Knowledgein each case specifically affecting any of the Business, threatened orallythe Transferred Assets or the Assumed Liabilities that would prevent or delay the consummation of the Seller Transactions on the terms set forth herein.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities areThe Advisor is, and has at all times since August 31January 1, 2018 have 2013 been, in compliance in all material respects with all Laws and Orders applicable to the Principal JV Entitiesconduct of its business. Since January 1, 2013, the Advisor has not (i) received any written notice that any Person has not complied in all material respects with all applicable Laws and Orders applicable to the conduct of the business of the Advisor and (ii) since August 31been charged or threatened with, 2018and, no Principal JV Entity to the Knowledge of the Seller Parties, is not under pending investigation by a Governmental Authority with respect to, any material violation of any Law related to the operation of the business of the Advisor. None of the Seller Parties is party to any Order, nor, as of the Agreement Date, have any of them been advised in writing by any Governmental Authority that it intends to seek any Order, in each case specifically affecting the Advisor that would prevent or delay the consummation of the Seller Transactions on the terms set forth herein.
(c) The Asset Seller and the Advisor hold, and on the Second Closing Date the Asset Seller and the Advisor will hold, all Material Permits. Neither the Asset Seller nor the Advisor is in default under or is currently violating any Material Permit. Since January 1, 2013, neither the Asset Seller nor the Advisor has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a Authority that it is in violation of or in default under any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the BusinessMaterial Permit. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired Companies.
(e) None of the representations and warranties contained Material Permits will be terminated or become terminable by the applicable Governmental Authority, in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being whole or in part, as a result of the subject consummation of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18)Seller Transactions.
Appears in 1 contract
Samples: Securities and Asset Purchase Agreement (Independence Realty Trust, Inc)
Compliance with Laws; Permits. (a) Except as would not reasonably be expected set forth in Section 3.18(a) of the Disclosure Schedules, the Company is in compliance with all Laws applicable to be material to the Seller Business Group or the Business, taken as a whole, (i) except where the Seller Business Group is, and since August 31, 2018 has been, failure to be in compliance in all respects with all Laws and Orders applicable to would not have a Material Adverse Effect. Neither the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member Company nor any of its Subsidiaries has received any written or, communication in the three (3) years prior to Seller’s Knowledge, oral notice the date of this Agreement from a Governmental Authority that alleges that the Company or any Governmental Body alleging of its Subsidiaries is not in compliance in any noncompliance by material respect with any Seller Business Group Member or the Business applicable Law with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as its operation of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orallyBusiness.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group Company to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) it and are valid and in full force and effect and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permitseffect, except where the failure to obtain any such Permit or to be valid and Permits would not have a Material Adverse Effect. All such Permits are in full force and effect or effect, except where the failure to be in compliance therewith would full force and effect, individually or in the aggregate, has not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as had and would not reasonably be expected to have a Business Material Adverse Effect.
(dc) Except as would not reasonably be expected to be material to the None of Company, Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing orand their respective Subsidiaries and, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing none of any products of their respective directors, managers, officers, agents, employees and Affiliates and any person acting on behalf of any of them (each, a “Company Party”), has (i) made, offered or services currently provided by promised to make, or authorized the making of, any Seller Business Group Member unlawful payment, bribe, rebate, payoff, influence payment or kickback to seize any Person, or detain on import received and retained any such products.
funds in violation of any law, rule or regulation, (ii) Since August 31given, 2018, all Products Manufactured by a Seller Business Group Memberoffered or promised to give, or sold by authorized the giving of, any unlawful gift, political or charitable contribution or other thing of value or advantage to any Person, (iii) violated any provision of the FCPA, and any rules, regulations and guidance promulgated thereunder, or any other Law that prohibits corruption or bribery, (iv) directly or indirectly, made, offered, promised or authorized any payment or gift of any money or anything of value to or for the benefit of any “foreign official” (as such term is defined in the FCPA), foreign political party or official thereof or candidate for foreign political office for the purpose of (1) influencing any official act or decision of such official, party or candidate, (2) inducing such official, party or candidate to use his, her or its influence to affect any act or decision of a foreign governmental authority, or (3) securing any improper advantage, in the case of (1), (2) and (3) above in order to assist any Company Party in obtaining or retaining business for or with, or directing business to, any Person. Seller Business Group Member orand Company respectively have maintained systems of internal controls (including, but not limited to, accounting systems, purchasing systems and billing systems) to ensure compliance with the FCPA and all applicable anti-bribery, anti-corruption and anti-money laundering laws. None of Company, Seller and their respective Subsidiaries and, to Seller’s Knowledge, sold no Company Party, is the subject of any allegation, voluntary disclosure, investigation, prosecution or Manufactured by other enforcement action related to any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereofFCPA or any applicable anti-bribery, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws anti-corruption and Orders), except as would not reasonably be expected to be material to the Business or the Acquired Companiesanti-money laundering laws.
(ed) None of the representations and warranties contained in this Section 3.10 3.18 shall be deemed to relate to any intellectual property environmental matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of which are governed by Section 3.14), employee benefits employment matters (such matters being the subject of which are governed by Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), 3.19) or tax matters (such matters being the subject of which are governed by Section 3.17) or environmental matters (such matters being the subject of Section 3.183.20).
Appears in 1 contract
Compliance with Laws; Permits. (a) Except as would Since March 1, 2019, the Business has not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Seller Business Group isbeen, and since August 31is not being, 2018 has been, conducted in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orally.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such PermitsLaws, except where such violations would not, individually or in the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31aggregate, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except Effect or prevent, materially delay or materially impede the performance by Parent, NewCo or any Parent Ancillary Counterparty of their respective obligations under this Agreement or the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby. As of the Execution Date, since March 1, 2019, each of Parent, the Parent Entities and the Transferred Subsidiaries has not received any written communication alleging any noncompliance with any such Laws, except as would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or prevent, materially delay or materially impede the performance by Parent, NewCo or any Parent Ancillary Counterparty of their respective obligations under this Agreement or the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby.
(b) Each of Parent, the Parent Entities, the Transferred Subsidiaries and the Transferred Joint Ventures holds, and is in compliance with, all Permits issued or granted by a Governmental Entity that are necessary to conduct such portion of the Business as presently conducted by it, and each such Permit is valid and unexpired, except those the absence of which or the failure to be material in compliance with would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or prevent, materially delay or materially impede the performance by Parent, NewCo or any Parent Ancillary Counterparty of their respective obligations under this Agreement or the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby.
(c) Since March 1, 2019, no director, officer or employee or, to the Seller Knowledge of Parent, any agent, or other Person acting on behalf or for the benefit of the Business Group or any of the Parent’s Subsidiaries, and none of the Business, taken as a whole’ and the Parent’s Subsidiaries’ respective Affiliates or any Representatives of any such Affiliate:
(i) There are no actions threatened in writing orhas offered, promised, provided, or authorized the provision of any money, property, contribution, gift, entertainment or other thing of value, directly or indirectly, to Seller’s Knowledgeany government official (including any officer or employee of a government or government-owned or –controlled entity or of a public international organization, threatened orallyor any political party or party official or candidate for political office), by or any Governmental Body other Person acting in an official capacity, to suspend influence official action or deny the distribution, supply or marketing secure an improper advantage in violation of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.an Anti-Corruption Law; nor
(ii) Since August 31is a Restricted Party nor has engaged in, 2018nor is now engaged in, all Products Manufactured by a Seller Business Group Member, directly or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commenceindirectly, any action to enjoin dealings or transactions with or for the Manufacture, sale or distribution benefit of any Business Manufactured Product. To Seller’s KnowledgeRestricted Party or Restricted Country, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders)nor has otherwise violated Sanctions, except as for any violation that would not not, individually or in the aggregate, reasonably be expected to be material to the Business (taken as a whole).
(d) Since March 1, 2019, each of the Transferred Subsidiaries, Transferred Joint Ventures and the Parent Entities have not violated, nor are in violation of, any Anti-Money Laundering Laws, except for any violation that would not, individually or in the Acquired Companiesaggregate, reasonably be expected to be material to the Business (taken as a whole).
(e) None Since March 1, 2019, each of the representations Transferred Subsidiaries, Transferred Joint Ventures and warranties contained the Parent Entities and, any of the Business’s and its Subsidiaries’ respective Affiliates or Business Employees, have obtained export licenses and permissions as required by, and otherwise have operated, and are presently in this Section 3.10 shall compliance with the Export Control Laws, except where the failure to have obtained such export licenses and permits, or to be deemed in compliance with the Export Control Laws, would not, individually or in the aggregate, reasonably be expected to relate be material to the Business (taken as a whole).
(f) Since March 1, 2019, neither the Transferred Subsidiaries, the Transferred Joint Ventures, the Parent Entities (with respect to the Business) nor, to the Knowledge of Parent, any intellectual property matters (such matters being of the Business Employees, have been the subject of Section 3.13)any allegation, data privacy matters (such matters being the subject of Section 3.14)voluntary disclosure, employee benefits matters (such matters being the subject of Section 3.15)investigation or enforcement action by a Governmental Entity related to Anti-Corruption Laws, employment Anti-Money Laundering Laws, Sanctions or Export Control Laws, and labor matters (such matters being the subject of Section 3.16)no formal investigation by any Governmental Entity with respect to Anti-Corruption Laws, tax matters (such matters being the subject of Section 3.17) Anti-Money Laundering Laws, Sanctions or environmental matters (such matters being the subject of Section 3.18)Export Control Laws is pending or threatened in writing.
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Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Seller Business Group is, and since August 31, 2018 has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orally.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 The Subject Companies have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold conducted their respective businesses in compliance in all material respects with all applicable Permits Laws, and applicable Laws and Orders and manufacturer requirements. As have not received written notice of any material violation or non-compliance thereof.
(b) Except as set forth in Section 3.9(b) of the date hereofSeller’s Disclosure Letter, (i) each of the Subject Companies owns or possesses, and is in compliance with all material Permits which are necessary to lawfully enable it to carry on its business and to own, lease, use or operate its assets and properties (each, a “Company Permit”), free and clear of any Liens (other than Permitted Liens); (ii) all of such Company Permits are valid, binding and in full force and effect; (iii) the Subject Companies have not received any written notice or claim from any Governmental Entity or other Person that asserts, or raises the possibility of assertion of, any noncompliance with any Company Permit and, no Governmental Body has initiated condition or commenced state of facts exists that would provide a basis for any currently pendingsuch assertion; and (iv) no loss, revocation, withdrawal, suspension, cancellation, termination of, or threatened in writing modification or expiration of any such Company Permits is pending or reasonably foreseeable (other than expiration upon the end of any term).
(c) No Subject Company or, to the Knowledge of Seller, any of the Subject Companies’ directors or employees or any other Person acting on behalf of any such Person has, with respect to the business of the Subject Companies, directly or indirectly, (1) in the case of the Subject Companies operating in the U.S. identified in Section 3.9(c) of the Seller’s KnowledgeDisclosure Letter, threatened orally to initiate or commence, taken any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as that would not reasonably be expected cause such Subject Companies to be material in violation of the U.S. Foreign Corrupt Practices Act of 1977, and (2) in the case of Subject Companies operating outside the U.S., taken any action that would cause such Company Companies to be in violation of the applicable anti-bribery Laws of the places where such Subject Companies operate or any other Law applicable to the Business conduct of business with Governmental Entities or the Acquired Companiesagents or representatives thereof.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18).
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Compliance with Laws; Permits. (a) Except as would not not, individually or in the aggregate, reasonably be expected to be material to the Seller Business Group or the Business, taken as have a wholeParent Material Adverse Effect, (i) the Seller Business Group is, Parent and since August 31, 2018 has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, Merger Sub are as of the date hereof, and since January 1, 2022 to the date hereof have been, in compliance, in all material respects, with all Laws, including Gaming Laws and Judgments applicable to Parent or any of its Subsidiaries and (ii) as of the date hereof, Parent and its Subsidiaries (and each of their respective officers, directors, partners, managers, members, principals or affiliates that may reasonably be considered in the process of determining the suitability of Parent and its Subsidiaries for the Required Gaming Approvals by Gaming Authorities) hold and are in compliance in all material respects with all Permits necessary for the lawful conduct of their respective businesses.
(b) Since January 1, 2022 to the date hereof, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries has (i) made any application for a license, certificate, registration or finding of suitability from any Gaming Authority that has not been issued, granted or given (for whatever reason), except to the extent such application remain pending and no decision to issue, | grant or give has been made by the applicable Gaming Authority, or (ii) withdrawn any such application (for whatever reason).
(c) Since January 1, 2022 until the date hereof, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, neither Parent nor any of its Subsidiaries has been operating in material violation of any applicable Gaming Laws of any jurisdictions in which it holds a license, permit, approval, authorization or registration from any Gaming Authority.
(d) Except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect, from January 1, 2022 to the date hereof, neither Parent nor any of its Subsidiaries has been or is subject to any individual investigation, inquiry or criminal proceeding or other disciplinary action, whether pending or threatened in writing or, to Seller’s Knowledge, threatened orally.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation Knowledge of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s KnowledgeParent, threatened orally, to revoke, suspend, limit, vary or not renew under any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effectapplicable Gaming Law.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired Companies.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18).
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Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be material to not, individually or in the Seller Business Group or the Businessaggregate, taken as a whole, (i) the Seller Business Group is, and since August 31, 2018 has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orally.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired Companies, taken as a whole, since December 31, 2016, the Seller and its Affiliates (to the extent Related to the Business) and the Acquired Companies have operated and conducted the Business in accordance with all applicable Laws, Permits and Governmental Orders and neither the Seller or its Affiliates (to the extent Related to the Business) nor any of the Acquired Companies is in violation of or default under, or has received any written notice of any violation of or default under, any such Law, Permit or Governmental Order.
(eb) The Acquired Companies validly own or hold all licenses, permits, authorizations, orders and approvals from, and have made all filings, applications and registrations with, each Governmental Authority (collectively, the “Permits”) necessary for the operation of the Business as it is conducted as of the date hereof. All Permits are in full force and effect and, to the Knowledge of the Seller, there is no threatened suspension, revocation or cancellation thereof and no event has occurred that, with or without notice or lapse of time or both, results in the suspension, revocation or cancellation thereof. The Seller and its Affiliates (to the extent Related to the Business) and the Acquired Companies have conducted and continue to conduct their respective businesses (including the Business) pursuant to and in compliance with the terms of all such Permits.
(c) None of the representations and warranties contained Seller or its Affiliates or any of their respective Representatives acting on their behalf (in this Section 3.10 shall be deemed each case, to relate the extent Related to the Business) or the Acquired Companies or any of their respective Representatives acting on their behalf (i) has made, promised, offered, solicited, accepted, or authorized any contributions, payments, gifts, gratuities, entertainment, travel or hospitality expenses, employment opportunities or anything of value (whether or not in tangible form) to any intellectual property matters Person in violation of Anti-Corruption Laws, or (such matters being ii) has been or is currently (A) designated on any Sanctions- or export- related list of restricted or blocked persons, including designation on OFAC’s List of Specially Designated Nationals and Blocked Persons or OFAC’s Sectoral Sanctions Identifications List, (B) located in, organized under the Laws of, or resident in any country or territory that is itself the subject of Section 3.13comprehensive Sanctions, (C) greater than 50% owned or controlled by any Person or Persons described in clause (A), data privacy matters (such matters being D) engaged in any dealings with or for the subject benefit of Section 3.14any Person or Persons described in clause (A), employee benefits matters (such matters being the subject of Section 3.15B) or (C), employment and labor matters or (such matters being the subject E) otherwise in violation of Section 3.16)any Sanctions, tax matters (such matters being the subject of Section 3.17) Ex-Im Laws, anti-boycott Laws, or environmental matters (such matters being the subject of Section 3.18)Anti-Corruption Laws.
Appears in 1 contract
Samples: Unit Purchase Agreement (American Axle & Manufacturing Holdings Inc)
Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be material to set forth on Section 2.11 of the Seller Business Group or the BusinessDisclosure Schedule, taken as a wholesince January 1, 2010, (iA) the Seller Business Group is, is and since August 31, 2018 has been, been in compliance in all respects with all Laws and Orders applicable to the Seller Business Group it, its properties, rights or assets or its business or operations and the Business, (iiB) since August 31, 2018, no Seller Business Group Member Action has received any written been filed or commenced or, to the Knowledge of Seller’s Knowledge, oral notice from any Governmental Body threatened, against Seller alleging any noncompliance by failure to so comply. Seller is not a party to, or bound by, any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as that is material. All matters set forth on Section 2.11 of the date hereof, pending Seller Disclosure Schedule have been resolved without any further obligation or threatened in writing or, to liability of Seller’s Knowledge, threatened orally.
(b) Except Seller has in effect all approvals, authorizations, certificates, filings, franchises, licenses, exemptions, notices and permits of or with all Governmental Entities (collectively, “Permits”) necessary for it to own, lease or operate its properties and other assets and to carry on its business and operations as currently conducted and as were conducted through the most recently completed fiscal year. There has occurred no default under, or violation of, any such Permit, and Seller is in compliance with the terms of the Permits. The consummation of the transactions contemplated by this Agreement and the Ancillary Agreements would not reasonably be expected to be material to cause the Seller Business Group revocation, modification or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation cancellation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writingPermit.
(c) All Permits required None of Seller or any of its officers, directors, shareholders, employees, agents, advisors or Representatives, has, in the course of its actions for, or on behalf of, any of them (i) knowingly used any funds of Seller for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (ii) unlawfully offered or provided, directly or indirectly, anything of value to (or received anything of value from) any foreign or domestic government employee or official or any other Person or (iii) violated any provision of the United States Foreign Corrupt Practices Act of 1977, as amended (the “Foreign Corrupt Practices Act”) or any other United States and foreign Laws concerning corrupting payments or practices, and each of such Persons is in compliance with the Foreign Corrupt Practices Act and any other United States and foreign Laws concerning corrupting payments or practices. Since January 1, 2009, Seller has not received any written notice that it has been investigated by any Governmental Entity with respect to, or given notice by a Governmental Entity of, any violation by the Seller Business Group of the Foreign Corrupt Practices Act or any other United States or foreign Laws concerning corrupting payments or practices. Seller has instituted and maintains policies and procedures designed to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group isensure, and has been since August 31, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not which are reasonably be expected to be material continue to ensure, continued compliance with the Seller Business Group Foreign Corrupt Practices Act and any other United States or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary foreign Laws concerning corrupting payments or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effectpractices.
(d) Except as would not reasonably be expected to be material to the Seller Business Group No Action, Order or the Business, taken as a whole:
(i) There are no actions threatened in writing Law shall have been instituted or, to the Knowledge of Seller’s Knowledge, threatened orally, or proposed by any Governmental Body to suspend or deny Entity that would have a material adverse impact on the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such productsBusiness.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired Companies.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18).
Appears in 1 contract
Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be material to the Seller The Business Group or the Business, taken as a whole, (i) the Seller Business Group isand each Acquired Entity is being conducted, and has at all times been conducted since August 31January 1, 2018 has been2014, in compliance with applicable Laws in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orallymaterial respects.
(b) Except as would not reasonably be expected to be All material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a as conducted on the date hereof are in the possession of Seller Business or another member of the Seller Group Member (and following the Restructuring will be held by an Acquired Company) and as applicable), are valid and in full force and effect and Seller and other members of the Seller Group are operating in material compliance therewith.
(c) The Business Group and each Acquired Entity is, and since January 1, 2014 has been since August 31been, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold conducted in compliance in all material respects with all applicable Permits United States and applicable Laws foreign export control laws and Orders regulations, including the United States Export Administration Act and manufacturer requirementsimplementing Export Administration Regulations, the Arms Export Control Act and implementing International Traffic in Arms Regulations and the various economic sanctions laws administered by the Office of Foreign Assets Control (“OFAC”). As of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws Except as are not and Orders), except as would not reasonably be expected to be be, individually or in the aggregate, material to the Business Business, there are no pending or, to the Knowledge of Seller, threatened claims or investigations by any Governmental Authority of potential violations against Seller or any member of the Seller Group (in each case solely with respect of the Business) or against any Acquired Entity with respect to export activity or export licenses.
(d) Neither Seller nor any member of the Seller Group (in each case solely with respect to the Business), nor, to the Knowledge of Seller, any of their respective officers or directors (in each case solely with respect to the Business), nor any Acquired Entity nor, to the Knowledge of Seller, any of its officers or directors, (i) appears on the Specially Designated Nationals and Blocked Persons List of OFAC, (ii) is otherwise a party with whom, or has its principal place of business or the majority of its business operations (measured by revenues) located in a country in which, transactions are prohibited by (A) United States Executive Order 13224, Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or Support Terrorism, (B) the United States Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, (C) the United States Trading with the Enemy Act of 1917, as amended, (D) the United States International Emergency Economic Powers Act of 1977, as amended or (E) the foreign asset control regulations of the United States Department of the Treasury, or (iii) has been convicted of or charged with a felony relating to money laundering. To the Knowledge of Seller, none of Seller, any subsidiary of Seller, any Acquired CompaniesEntity or any of their respective officers or directors is under investigation by any Governmental Authority for money laundering in connection with the Business.
(e) None Since January 1, 2014, neither Seller nor any member of the representations and warranties contained Seller Group (in this Section 3.10 shall be deemed each case solely with respect to relate the Business) nor, to the Knowledge of Seller, any intellectual property matters of their respective officers, directors, agents, employees, representatives, distributors, sales intermediaries or other Persons acting at the direction of Seller or any member of the Seller Group (such matters being in each case solely with respect to the subject of Section 3.13Business), data privacy matters nor any of the Acquired Entities, any of their respective officers or directors, nor, to the Knowledge of Seller, any of their respective employees, agents, representatives, distributors, sales intermediaries or other third parties acting on behalf of the Acquired Entities, nor to the Knowledge of Seller, any of the Continuing Employees, has, directly or indirectly, taken any action which would cause it to be in violation of the Foreign Corrupt Practices Act of 1977 or any rules or regulations thereunder, the United Kingdom Bribery Act of 2010, Organization of Economic Cooperation and Development (such matters being OECD) Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any similar anti-corruption or anti-bribery Laws applicable to the subject Company or its Subsidiaries (collectively, “Anti-Corruption Laws”). Since January 1, 2014, neither Seller nor any member of Section 3.14the Seller Group (in each case solely with respect to the Business), employee benefits matters nor, to the Knowledge of Seller, any other entity under their control (such matters being in each case solely with respect to the subject of Section 3.15Business), employment and labor matters (such matters being nor any Acquired Entity has conducted an internal investigation, or, to the subject Knowledge of Section 3.16)Seller, tax matters (such matters being the subject of Section 3.17) been informally or environmental matters (such matters being the subject of Section 3.18)formally investigated, charged, or prosecuted, for conduct related to applicable Anti-Corruption Laws.
Appears in 1 contract
Samples: Transaction Agreement (Equinix Inc)
Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be material to the Seller Business Group or the BusinessThe Company and each Subsidiary and each of their respective officers, taken as a wholedirectors, (i) the Seller Business Group is, agents and since August 31, 2018 has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orally.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 employees have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance complied in all material respects with all applicable Permits laws, including, but not limited to, federal, state, local and applicable Laws foreign laws pertaining to product labeling, consumer products safety, equal employment opportunity, immigration, employee retirement, affirmative action and Orders other hiring practices, occupational safety and manufacturer requirements. As health, workers’ compensation, unemployment and building and zoning codes, pertaining to the business, the assets of the date hereofCompany or the Subsidiaries or the Real Property and to which the Company or the Subsidiaries may be subject and no claims have been filed against the Company or any Subsidiary alleging a violation of any such laws. Neither the Company nor any Subsidiary is relying on any exemption from or deferral of any such applicable law that would not be available to it immediately after the Closing.
(b) The Company and each Subsidiary have, no Governmental Body has initiated or commenced any currently pendingin full force and effect, or threatened all material licenses, approvals, permits and certificates, from federal, state and foreign authorities and all material licenses, approvals, permits and certificates from local authorities, in writing oreach case, necessary to Seller’s Knowledgeconduct their respective business and own and operate their respective assets in all material respects (collectively, threatened orally to initiate or commencethe “Permits”). The Company and each Subsidiary have conducted their business in material compliance with all material terms and conditions of the Permits.
(c) Neither the Company, any action Subsidiary nor to enjoin the ManufactureCompany’s knowledge any Person representing the Company or any Subsidiary has offered, sale authorized, promised, made or distribution agreed to make gifts of any Business Manufactured Product. To Seller’s Knowledgemoney, no Business Manufactured Product is adulterated, mislabeled or misbranded (other property or similar terms under benefits (other than incidental gifts of articles of nominal value) to any actual or potential customer, supplier, governmental employee, political party, political party official or candidate, official of a public international organization or any other Person in a position to assist or hinder the Company or the Subsidiaries in connection with any actual or proposed transaction, other than payments required or permitted by the laws of the applicable Laws jurisdiction; provided, however, that any such payments shall have been in compliance with the U.S. Foreign Corrupt Practices Act.
(d) The Company and Orders)the Subsidiaries have conducted their export transactions in accordance with applicable provisions of export control laws, except as would not reasonably be expected to be material including any laws relating to the Business or the Acquired Companiesexport of technology.
(e) None of Neither the representations Company nor any Subsidiary has and, neither has had in the past, any legal obligation to file any form, report, schedule, statement, proxy statement or other document or information with the SEC, and warranties contained in this Section 3.10 shall be deemed to relate to has not filed with the SEC any intellectual property matters (such matters being the subject of Section 3.13)form, data privacy matters (such matters being the subject of Section 3.14)report, employee benefits matters (such matters being the subject of Section 3.15)schedule, employment and labor matters (such matters being the subject of Section 3.16)statement, tax matters (such matters being the subject of Section 3.17) proxy statement or environmental matters (such matters being the subject of Section 3.18)other document or information.
Appears in 1 contract
Compliance with Laws; Permits. (a) Except The Company and its Subsidiaries have at all times since January 1, 2010 operated the Business in compliance in all material respects with applicable Laws. Since January 1, 2010 and prior to the date hereof, none of the Company or its Subsidiaries has received any written notice or, to the Knowledge of Seller, any oral communication from any Governmental Entity or any other Person regarding any actual, alleged, or potential violation of, or failure to comply with, any Law in any material respect, except for any of the foregoing that have been resolved prior to the date hereof.
(i) All approvals, permits and licenses of Governmental Entities required to conduct, and that are material to, the Business as currently conducted (collectively, “Permits”), have been obtained by one or more of the Company or its Subsidiaries, as required, (ii) all such Permits are valid and in full force and effect, and (iii) the Business has, since January 1, 2010, at all times been operated in compliance in all material respects with all such Permits. Since January 1, 2010 and prior to the date hereof, none of the Company or its Subsidiaries has received any written notice or, to the Knowledge of Seller, oral communication from any Governmental Entity or any other Person regarding (A) any actual, alleged, or potential violation of, or failure to comply with, any Permit in any material respect, or (B) any actual, proposed, or potential revocation, suspension, cancellation, termination or modification of any Permit, except in each case for any of the foregoing that have been resolved prior to the date hereof. All applications required to have been filed for the renewal or reissuance of the Permits have been duly filed on a timely basis with the appropriate Governmental Entities, and all other filings required to have been made with respect to such Permits have been duly made on a timely basis with the appropriate Governmental Entities, except where the failure to take any such action would not reasonably be expected to be material to the Seller Business Group or the BusinessCompany and its Subsidiaries, taken as a whole, (i) the Seller Business Group is, and since August 31, 2018 has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orally.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired Companies.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18).
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (International Shipholding Corp)
Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Seller Business Group is, The Company and since August 31, 2018 has been, each of its Subsidiaries is in compliance in all material respects with with, and has complied in all Laws material respects with, and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereofof this Agreement has not received any written notices of material violations with respect to, pending any Law with respect to the conduct of its business, or threatened in writing or, to Sellerthe ownership or operation of its business (including the keeping of all required registers and timely filing or delivery of all required documents under the provisions of any applicable Law). To the Company’s Knowledge, neither the Company nor any of its Subsidiaries is not under investigation with respect to, has not been threatened orallyto be charged with, nor has been given notice of, any violation of any Law.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, All Permits (i) pursuant to which the Principal JV Entities areCompany and each of its Subsidiaries currently operates or holds any interest in property, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. or (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law which are required for the operation of the business of the Company and each of its Subsidiaries as currently conducted or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation the holding of any such Law or Order applicable to a Principal JV Entity isinterest, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (issued or granted to the Company and following the Restructuring will be held by an Acquired Company) each of its Subsidiaries, and all such Permits are valid and in full force and effect and constitute all Permits required to permit the Seller Business Group is, Company and each of its Subsidiaries to operate or conduct its business as it is currently conducted and hold any interest in its properties or assets. Section 3.19(b) of the Disclosure Schedule contains a complete and accurate list of all material Permits necessary to conduct the business of the Company and each of its Subsidiaries .
(c) The Company and each of its Subsidiaries has been since August 31, 2018, conducted its export transactions in compliance in accordance with all such Permits, except where applicable provisions of the failure to obtain any such Permit or to be valid U.S. export control laws and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effectregulations.
(d) Except Neither the Company nor any of its Subsidiaries is or has at any time been engaged in any activity, practice or conduct which would constitute an offence under the United States Foreign Corrupt Practices Act of 1977, as amended (“FCPA”), or any applicable law in other applicable international jurisdictions, including the OECD Convention on Combating Bribery of Foreign Public Officials (together with the FCPA, the “Anti-Corruption Laws”). No Associated Person of the Company or any of its Subsidiaries has offered, paid, given, promised to pay or authorized the payment or gift of money or anything of value to another person intending to obtain or retain business or an advantage in the conduct of business for the Company or any of its Subsidiaries and which would not reasonably be expected constitute an offence under the Anti-Corruption Laws, and the Company and each of its Subsidiaries has in place adequate procedures (having regard to any applicable guidance published by relevant Governmental Authorities and including, inter alia, training and internal reporting mechanisms) designed to prevent their Associated Persons from undertaking any such conduct. Neither the Company, its Subsidiaries, nor any Associated Persons is or has been the subject of any investigation, inquiry or enforcement proceeding by any Governmental Authorities or any customer regarding any offence or alleged offence under the Anti-Corruption Laws, and no written notice has been received by the Company or any of its Subsidiaries that such investigation, inquiry or proceeding has been threatened or is pending and, to the Company’s Knowledge, there are no circumstances likely to give rise to any such investigation, inquiry or proceeding. Neither the Company nor any of its Subsidiaries is ineligible to qualify to be awarded any contract or business under any applicable public procurement laws or regulations on the grounds of any purported violation of any Anti-Corruption Laws. The operation of the Company and each of its Subsidiaries is and has been, conducted at all times in material compliance with the financial record keeping requirements of anti-money laundering statutes (if any) and the rules and regulations thereunder (if any) issued, administered or enforced by any Governmental Authority in any applicable jurisdiction. All payments to Associated Persons by the Seller Business Group Company or any of its Subsidiaries have been in payment of bona fide salaries, fees and commissions and not as bribes, kickbacks or as otherwise illegal payments. To the BusinessKnowledge of the Company, taken as all such payments have been made directly to or for the account of the parties providing the goods or services for which such payments were made, and not in a whole:
manner intended to avoid currency controls. The Company and each of its Subsidiaries has properly, fairly and accurately reflected on its books and records: (i) There are no actions threatened in writing or, all compensation paid to Seller’s Knowledge, threatened orally, by any Governmental Body and perquisites provided to suspend or deny the distribution, supply or marketing on behalf of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
its agents and employees; and (ii) Since August 31all compensation and perquisites that are due and payable to such persons, 2018, but which have not been paid at the Closing Date. The Company and each of its Subsidiaries has at all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including times conducted its business materially in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects accordance with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired CompaniesLaws.
(e) None At all times, the Company has acted without notice of violation of, in compliance with, and in a manner not subject to penalty under the Export Administration Regulations administered by the U.S. Department of Commerce, as amended from time to time, including all reporting requirements.
(f) The representations and warranties set forth in this Section 3.19 do not apply to the matters covered by the representations and warranties contained set forth in this Section Sections 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13Taxes), data privacy matters 3.11 (such matters being the subject of Section 3.14Property), employee benefits matters 3.13 (such matters being the subject of Section 3.15Employee Benefit Plans and Compensation), employment and labor matters 3.14 (such matters being the subject of Section 3.16Intellectual Property), tax matters 3.16 (such matters being the subject of Section 3.17) or environmental matters Personnel), and 3.18 (such matters being the subject of Section 3.18Environmental).
Appears in 1 contract
Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be material to the Seller Business Group or the Businessset forth on Schedule 4.12(a), taken as a whole, (i) the Seller Business Group is, and since August 31, 2018 has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orally.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an each Acquired Company) and are valid and in full force and effect and the Seller Business Group Company is, and has been since August 31at all times during the past five (5) years, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Laws, Permits and Orders applicable to the Acquired Companies, their operations and assets and to the Business, and none of Seller, its Affiliates, or the Acquired Companies has received written notification of any asserted past or present failure to comply with any Laws, Permits or Orders applicable to the Acquired Companies, their operations or assets or to the Business. Notwithstanding any provision in this 0 (or any other provision of this Agreement) to the contrary, 0 and 0 shall be the exclusive representations and warranties with respect to compliance with Tax Laws and Orders Environmental Laws, respectively, and manufacturer requirementsno other representations or warranties are made with respect to such matters pursuant to this 0.
(b) Each Acquired Company possesses, and is in compliance in all material respects with all terms and conditions of, all Permits necessary for such Acquired Company to own, lease, construct, operate and maintain its assets and lawfully operate the Business as it is currently conducted, all of which are in full force and effect, true and complete copies of which have previously been made available to Buyer in the Data Site. As Schedule 4.12(b) lists all such Permits possessed by the Acquired Companies. No suspension, cancellation, revocation, termination or materially adverse modification of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing such Permit is pending or, to Seller’s Knowledge, threatened orally threatened. All applications required to initiate or commencehave been filed for the renewal of all such Permits have been duly filed on a timely basis with the appropriate Governmental Authority, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired CompaniesCompanies have met all material applicable regulatory and certificate conditions (including the filing of all annual and other periodic reports) and have complied with and made all material necessary reporting and filings, and all necessary records pertaining to such Permits have been retained.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18).
Appears in 1 contract
Samples: Purchase Agreement (Avangrid, Inc.)
Compliance with Laws; Permits. (a) Except The businesses of each of the Buyer and its Subsidiaries have not been since the Applicable Date, and are not being, conducted in violation of any applicable Law of the jurisdictions in which the Buyer and its Subsidiaries operate, except as would not not, individually or in the aggregate, reasonably be expected to be material to the Seller Business Group Buyer or the Business, taken as a whole, (i) the Seller Business Group is, and since August 31, 2018 has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orallyits Subsidiaries.
(b) Except No investigation, inspection, interrogation or review by any Governmental Authority with respect to the Buyer or any of its Subsidiaries is pending or threatened since the Applicable Date, and no penalties have been imposed on the Buyer or any of its Subsidiaries by any Governmental Authority since the Applicable Date, in each case, except as would not not, individually or in the aggregate, reasonably be expected to be material to the Seller Business Group Buyer or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writingits Subsidiaries.
(c) All Permits required for Each of the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (Buyer and following the Restructuring will be held by an Acquired Company) and are valid and its Subsidiaries is in full force and effect and the Seller Business Group ispossession of, and has been since August 31, 2018, is in compliance in with with, all such material permits, licenses, franchises, approvals, certificates, certifications, clearances, consents, waivers, exemptions, variances, orders, registrations or other authorizations of any Governmental Authority necessary for each of the Buyer and its Subsidiaries to own, lease and operate their respective properties and to carry on their respective businesses as currently conducted (the “Buyer Permits”), except where as would not, individually or in the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not aggregate, reasonably be expected to be material to the Seller Business Group Buyer or any of its Subsidiaries. No Buyer Permits shall cease to be effective, become revocable or be terminated as a result of the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permitconsummation of the transactions contemplated by this Agreement, except as would not not, individually or in the aggregate, reasonably be expected to have a Business Buyer Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired Companies.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate Buyer or any of its Subsidiaries are, or have been, party to any intellectual property matters (such matters being contract or course of conduct which is, to the subject Knowledge of Section 3.13)the Buyer, data privacy matters (such matters being the subject in contravention or breach of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18)any applicable Antitrust Laws.
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Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Seller Business Group is, and since August 31, 2018 has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, There are no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, Actions pending or threatened in writing or, to Seller’s Knowledge, threatened orallyagainst or by Seller relating to or affecting the Purchased Assets or the Business, including, without limitation, the Amazon Account or any other Online Marketplace account. To Seller’s Knowledge, no event has occurred, or circumstances exist that may give rise to, or serve as a basis for, any such Action.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, has complied and since August 31, 2018 have been, is in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as conduct of the date hereof, pending or threatened in writingBusiness as currently conducted and the ownership and/or use of the Purchased Assets.
(c) All Permits required for the Seller Business Group to conduct the Business as currently conducted or for the ownership and use of the Purchased Assets have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group iseffect, and has been since August 31, 2018, in compliance in with Schedule 5.18(c) sets forth a complete and accurate list of all such Permits, except where including the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to names of the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws their respective dates of issuance and Orders expiration. All fees and manufacturer requirements. As charges with respect to such Permits as of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened hereof have been paid in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Productfull. To Seller’s Knowledge, no Business Manufactured Product is adulteratedevent has occurred that, mislabeled with or misbranded (without notice or similar terms under applicable Laws and Orders)lapse of time or both, except as would not reasonably be expected to be material result in the revocation, suspension, lapse or limitation of any Permit.
(d) Seller has not received, at any time since January 1, 2018, any notice or other communication (whether oral or written) from any Governmental Authority regarding: (i) any violation of, or failure to comply with, any Law applicable to the Business operation of the Business; or (ii) any actual or alleged obligation on the Acquired Companiespart of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any material nature with respect to any Purchased Assets.
(e) None Except as disclosed in Schedule 5.18(e), Seller has complied, and is now complying, with all Laws applicable to the production, marketing, sale and distribution of the representations Business Products, including, without limitation, all labeling and warranties contained advertising Laws, registration requirements, and all applicable rules, regulations, and requirements established by any federal, state or local regulatory or Governmental Authority in this Section 3.10 shall be deemed to relate any jurisdiction in which products are offered for sale, including, without limitation, the Federal Communications Commission, Consumer Product Safety Commission, Federal Trade Commission (“FTC”) and Environmental Protection Agency, Seller has complied, and is now complying, with all Laws applicable manufacture, testing certification, marketing, testing, safety, evaluation, advertising, labeling, and sales of its products, including California Proposition 65.
(f) Seller is not now subject (and has not been subject during the previous five years) to any intellectual property matters registration requirement, adverse inspection finding, recall, investigation, penalty assessment, audit or other compliance or enforcement action by the U.S. Food & Drug Administration (“FDA”) or any other Governmental Authority having responsibility for the regulation of the Business Products. Seller has not made any false statements or false omissions in its applications or other submissions to the FDA or other Governmental Authorities, and has not made or offered any payments, gratuities, or other things of value that are prohibited by any Legal Requirements to personnel of the FDA or other Governmental Authorities. Seller is in compliance with all regulations and requirements of the FDA and other Governmental Authorities, including but not limited to any applicable labeling requirements, testing requirements and protocols, record keeping, reporting requirements, and monitoring requirements. Seller possesses all Permits necessary to conduct the Business, including all such matters being Permits required by the FDA, the FTC or any other federal, state or foreign Governmental Authorities engaged in the regulation of drugs, pharmaceuticals, medical devices or biohazardous materials. Seller has not received any notice of proceedings relating to the suspension, modification, revocation or cancellation of any such Permits. Seller is not, and has not been subject to, any obligation or requirement arising under any consent decree, consent agreement, inspection report or warning letter issued by or entered into with the FDA, the FTC or any other Governmental Authorities, or other Order from, Contract with, or notice or requirement or commitment made to any other Governmental Authorities with regard to the development, testing, manufacture, registration, approval, marketing, distribution, labeling, advertising, promotion, storage, or transport of Section 3.13any of Business Products.
(g) Except as disclosed in Schedule 5.18(g), data privacy matters (Seller has not made any false representation or misleading statement in violation of applicable FDA or FTC standards or other applicable Law in regard to any Business Products including the quality or properties of such matters being Business Products, and have not been engaged in any other unfair trade practices, whether in advertising, printed material, web site or otherwise, with respect to the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18)Business Products.
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Compliance with Laws; Permits. (a) Except as The Company is now complying, and has complied, with all Laws applicable to its respective operations or assets other than any noncompliance, default or violation that would not reasonably be expected to be material to to, individually or in the aggregate, have a Seller Business Group or the Business, taken as a whole, (i) the Seller Business Group is, and since August 31, 2018 Material Adverse Effect. The Company has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has not received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member of or been charged with the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orallyLaws that has not been fully resolved.
(b) Except The Company currently has all material Permits which are required for the operation of the Business as would not reasonably be expected to be presently conducted and all such Permits are valid and in full force and effect. Schedule 3.17(b) lists all material to Permits (excluding Environmental Permits) held by the Seller Business Group Company. The Company is in compliance, in all material respects, with (and no event has occurred which, with notice or the Businesslapse of time or both, taken as would constitute a whole, (idefault or violation under) the Principal JV Entities areterms, conditions and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entitiesprovisions of each Permit set forth on Schedule 3.17(b). (ii) since August 31, 2018, no Principal JV Entity The Company has not received any written notice from any Governmental Body alleging asserting any noncompliance by any Principal JV Entity with respect to any such Law revocation, suspension, lapse or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation limitation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writingPermit set forth on Schedule 3.17(b).
(c) All Permits required None of the Sellers, the Company nor, to the knowledge of the Sellers, any respective Representative (with respect to any third party Representatives, only as it relates to the Business) thereof has directly or indirectly, (i) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns or violated any provisions of any applicable anti-bribery Laws, including the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”), or (ii) taken any action that would constitute a violation of any applicable anti-bribery Laws, including the FCPA, including making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any domestic government official or “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the Seller Business Group to conduct FCPA. To the Knowledge of Sellers, the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group is, and has been since August 31, 2018, conducted in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse EffectFCPA.
(d) Except as would not reasonably be expected Schedule 3.17(d) contains a list of all agents, intermediaries, importers and other similar Persons of the Company used in the preceding two years outside of the U.S. to be material to arrange or facilitate the Seller Business Group sale, purchase, export, import or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing transport of any products materials or services currently provided by any Seller Business Group Member or to seize or detain on import any such productsgoods.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired Companies.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18).
Appears in 1 contract
Samples: Equity Interest Purchase Agreement (Tetra Technologies Inc)
Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Seller Business Group is, and since August 31, 2018 has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orally.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities its Subsidiaries are, and since August 31, 2018 have at all times been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all each Law that is applicable Permits and applicable Laws and Orders and manufacturer requirements. As to the Business, the Business Products, any of the date hereof, no Governmental Body has initiated Transferred Assets or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured ProductAssumed Liabilities. To Seller’s Knowledge, no Business Manufactured Product event has occurred that will (with or without notice or lapse of time) constitute or result in a material violation by Seller or any of its Subsidiaries of, or a failure on the part of Seller or any of its Subsidiaries to comply with, any Law that is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business Business, any of the Transferred Assets or the Acquired CompaniesAssumed Liabilities. Neither Seller nor any of its Subsidiaries has received any written notice (or, to the Knowledge of Seller, other communication) from any Person regarding any actual or possible violation of, or failure to comply with, any Law that is applicable to the Business, any of the Transferred Assets or the Assumed Liabilities.
(eb) None Section 4.18(b) of the representations Seller Disclosure Schedule sets forth a complete and warranties contained accurate list of all Permits (i) pursuant to which Seller or any of its Subsidiaries currently leases, operates or holds any interest in this Section 3.10 shall be deemed any Transferred Assets, or (ii) which are required for the operation of the Business as currently conducted or the holding of any such interest. Seller and its Subsidiaries have been issued or granted all such Permits, and all such Permits are in full force and effect and constitute all Permits required to relate permit Seller or such Subsidiary to operate or conduct the Business as it is currently conducted and hold any intellectual property matters interest in its properties or assets. Seller and its Subsidiaries are, and have at all times been, in compliance in all material respects with each such Permit. Neither Seller nor any of its Subsidiaries has received any written notice (such matters being or, to the subject Knowledge of Section 3.13)Seller, data privacy matters other communication) from any Governmental Authority regarding: (such matters being the subject i) any actual or possible violation of Section 3.14)or failure to comply with any term or requirement of any Permit; or (ii) any actual or possible revocation, employee benefits matters (such matters being the subject withdrawal, suspension, cancellation, termination or modification of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18)any Permit.
Appears in 1 contract
Samples: Asset Purchase Agreement (Integrated Device Technology Inc)
Compliance with Laws; Permits. (a) Except as would not reasonably be expected set forth in Section 3.15(A) of the Disclosure Schedule, none of the Companies has violated or failed to be comply with, in any material respect, any statute, law, ordinance, rule, regulation or policy of any Governmental Authority (collectively "Laws") to which it or any of its properties or assets is subject. Each of the Companies has all permits, licenses, orders, certificates, authorizations and approvals of any Governmental Authority (collectively the "Permits") that are material to the Seller Business Group or the Business, taken conduct of its business as a whole, (i) the Seller Business Group is, and since August 31, 2018 has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orallypresently conducted.
(b) Except as would not reasonably be expected to be material to set forth in Section 3.15(B) of the Seller Business Group or the BusinessDisclosure Schedule, taken as a whole, (i) the Principal JV Entities all such Permits are, and since August 31, 2018 have beenas of the Closing will be, in compliance full force and effect; no violations or notices of failure to comply have been issued or recorded in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as Permits; and none of the date hereof, pending Shareholders has any knowledge of any reason why such Permits may be revoked or threatened in writingsuspended.
(c) All Permits Except as set forth in Section 3.15(C) of the Disclosure Schedule, all applications, reports, notices and other documents required for to be filed by the Seller Business Group to conduct the Business Companies with all Governmental Authorities have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) timely filed and are valid complete and in full force and effect and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance correct in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of as filed or as amended prior to the date hereof. With respect to any required Permits, no Governmental Body has initiated applications for which are either pending or commenced any currently pendingcontemplated to be made pursuant to the business strategy of the Companies, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin none of the Manufacture, sale or distribution Companies knows of any Business Manufactured Productreason why such Permits should not be approved and granted by the appropriate Governmental Authority. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired Companies.
(e) None of the representations and warranties contained Companies, nor any of their respective officers or agents, has made any illegal or improper payments to, or provided any illegal or improper inducement of, any governmental official or other Person in this Section 3.10 shall be deemed an attempt to relate influence any such Person to take or to refrain from taking any action relating to any intellectual property matters (such matters being of the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18)Companies.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Sterling Vision Inc)
Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Seller Business Group is, and since August 31, 2018 has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orally.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 The Subject Companies have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold conducted their respective businesses in compliance in all material respects with all applicable Permits Laws, and applicable Laws and Orders and manufacturer requirements. As have not received written notice of any material violation or non-compliance thereof.
(b) Except as set forth in Section 3.9(b) of the date hereofSellers Disclosure Letter, (i) each of the Subject Companies owns or possesses, and is in compliance with all material Permits which are necessary to lawfully enable it to carry on its business and to own, lease, use or operate its assets and properties (each, a “Company Permit”), free and clear of any Liens (other than Permitted Liens); (ii) all of such Company Permits are valid, binding and in full force and effect; (iii) the Subject Companies have not received any written notice or claim from any Governmental Entity or other Person that asserts, or raises the possibility of assertion of, any noncompliance with any Company Permit and, no Governmental Body has initiated condition or commenced state of facts exists that would provide a basis for any currently pendingsuch assertion; and (iv) no loss, revocation, withdrawal, suspension, cancellation, termination of, or threatened in writing modification or expiration of any such Company Permits is pending or reasonably foreseeable (other than expiration upon the end of any term).
(c) No Subject Company or, to Seller’s Knowledge, threatened orally to initiate or commencethe Knowledge of Sellers, any action to enjoin of the Manufacture, sale Subject Companies' directors or distribution employees or any other Person acting on behalf of any Business Manufactured Product. To Seller’s Knowledgesuch Person has, no Business Manufactured Product is adulteratedwith respect to the business of the Subject Companies, mislabeled directly or misbranded indirectly, (or similar terms under applicable Laws and Orders)1) in the case of the Subject Companies operating in the U.S. identified in Section 3.9(c) of the Sellers Disclosure Letter, except as taken any action that would not reasonably be expected cause such Subject Companies to be material in violation of the U.S. Foreign Corrupt Practices Act of 1977, (2) in the case of the Subject Companies operating in Mexico identified in Section 3.9(c) of the Sellers Disclosure Letter, taken any action that would cause any of such Subject Companies to be in violation of the applicable anti-bribery Laws of Mexico, including any applicable Law of any locality, including any Law promulgated by the Mexican Government to implement the OECD Convention on Combating Bribery of Foreign Public Officials in Business Transactions, and (3) in the case of Subject Companies operating outside the U.S. and Mexico, taken any action that would cause such Company Companies to be in violation of the applicable anti-bribery Laws of the places where such Subject Companies operate or any other Law applicable to the Business conduct of business with Governmental Entities or the Acquired Companiesagents or representatives thereof.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18).
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Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Seller Business Group is, and since August 31, 2018 has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orally.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) The Company and the Principal JV Entities Company’s Subsidiaries are, and since August 31, 2018 during the last five (5) years have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all Laws applicable Permits to the Company or any of the Company’s Subsidiaries, respectively, including Anti-Corruption Laws and Global Trade Laws, (ii) during the last five (5) years, neither the Company nor any of the Company’s Subsidiaries has received or entered into any citations, complaints, consent orders, or other similar Orders, or received any written notice or other communication alleging any material failure to comply with any applicable Laws (including violation of any Anti-Corruption Laws and Orders Sanctions by the Company or such Subsidiary).
(ii) The Company or the Company’s Subsidiaries legally hold, and manufacturer requirementsare in compliance with, in all material respects, all Permits required by Law for the lawful conduct of their respective businesses as presently conducted and the ownership, use and operation of their respective properties and assets. As Section 4.10(b) of the Schedules sets forth each material Permit held by the Company and any of its Subsidiaries and the holder thereof as of the date hereof. Each Permit of the Company and its Subsidiaries is valid and in full force and effect in all material respects. During the last three (3) years, no Governmental Body has initiated written notices have been received by the Company or commenced any currently pendingof its Subsidiaries, regarding (i) any material violation of or any failure to comply with the term or requirement of any Permit, or (ii) any Order, petition, objection or other pleading that materially impairs the validity of any Permit or which would reasonably be expected, if accepted or granted, to result in revocation, withdrawal, suspension, cancellation, termination or material modification of any Permit. Neither the Company nor any of its Subsidiaries is in default under, and no condition exists that with or without notice or lapse of time or both would constitute a default under, or breach or violation of in any material respect, any Permit applicable to the Company or any of its Subsidiaries. Prior to the date hereof, the Company has made available to Purchaser true, complete and correct copies of all written notices received by either the Company or any of its Subsidiaries in the last three (3) years alleging any material violation under any applicable Laws or Permits by the Company or any of its Subsidiaries.
(iii) Neither the Company nor any of the Company’s Subsidiaries, nor any of their officers, directors or employees, nor to the Knowledge of the Company, any Representative acting on behalf of the Company or its Subsidiaries, is currently, or has been in the past five (5) years: (i) a Restricted Party or organized, resident or located in a Sanctioned Country, or (ii) engaging in any dealings or transactions with, in, on behalf of, or for the benefit of any Restricted Party or any Sanctioned Country, in each case that would result in a material violation of Global Trade Laws.
(iv) Neither the Company nor any of the Company’s Subsidiaries has in the past five (5) years received any written notice from a Governmental Authority relating to any pending or threatened claims, investigations, formal charges, or proceedings involving suspected or confirmed, or been charged by a Governmental Authority with, material violations of any Anti-Corruption Laws or Global Trade Laws by the Company or any of its Subsidiaries.
(v) In the past five (5) years, neither the Company or any of its Subsidiaries, nor any of their Representatives acting on their behalf, has directly or indirectly made, offered, authorized or promised any contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment or anything of value to any Person, private or public, regardless of what form, in writing violation of any Anti-Corruption Laws.
(vi) In the past five (5) years, the Company and its Subsidiaries have not conducted or initiated any internal investigations, or made any voluntary or involuntary disclosures to any Governmental Authorities, with respect to any alleged act or omission arising under or relating to any non-compliance with Global Trade Laws or Anti-Corruption Laws.
(vii) The Company utilizes effective controls procedures that are sufficient to provide reasonable assurances that violations of Anti-Corruption Laws and Global Trade Laws will be detected and prevented.
(viii) The Company's and each of its Subsidiary’s imports are not subject to antidumping duties, countervailing duties, or any quotas or visa requirements or, if subject to Seller’s Knowledgequotas or visa requirements, threatened orally the Company's and each of its Subsidiaries have complied fully with all applicable quota and visa requirements. Any claim that the Company or any of its Subsidiaries has made with respect to initiate eligibility for preferential duty treatment for its imports complies in all material respects with applicable Laws. Neither the Company nor any of its Subsidiaries has received notice of a fine or commencepenalty, notice of seizure, notice of exclusion, notice of audit, or notice of duty advance from U.S. Customs and Border Protection (“CBP”) and has not been informed that it is subject to any action investigation or review by CBP. Neither the Company nor any of its Subsidiaries has any pending prior disclosure of apparent violation(s) of customs Laws, CBP ruling requests, protests of CBP action, or Proceedings relating to enjoin its imports and, to the Manufacture, sale or distribution Knowledge of any Business Manufactured Product. To Seller’s Knowledgethe Company, no Business Manufactured Product is adulterated, mislabeled other action or misbranded (or similar terms under applicable Laws and Orders), except as would not restriction that could reasonably be expected to limit the Surviving Corporation’s or any if its Subsidiaries’ ability to continue import operations as currently conducted by the Company and its Subsidiaries is pending or threatened. The Company and each of its Subsidiaries has accurately reported the tariff classification, quantity, dutiable value, charges, country of origin, and other information required to be reported on customs entry documents and in response to requests for information (CBP Form 28) received from CBP and has complied in all material respects with all country of origin marking requirements applicable to the Business or the Acquired Companiesits imports.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18).
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Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be material to the Seller Business Group or the BusinessThe Company, taken as a whole, (i) the Seller Business Group isits Subsidiaries, and since August 31, 2018 has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as each of the date hereofCompany’s and its Subsidiaries’ officers, pending or threatened in writing or, to Seller’s Knowledge, threatened orally.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities directors and employees are, and since August 31January 1, 2018 2017 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits Laws, including the Controlled Substances Act and applicable Laws and Orders and manufacturer requirements. As of the date hereofFood, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders)Drug & Cosmetic Act, except as would not reasonably be expected to be material to the Business Company and its Subsidiaries, taken as a whole. Since January 1, 2017, (i) none of the Company or any of its Subsidiaries has been subjected to, or received any notification from, any Governmental Authority of a violation of any applicable Law, including the Acquired CompaniesControlled Substances Act, or any investigation by a Governmental Authority for actual or alleged violation of any applicable Law, (ii) to the knowledge of the Company, no claims have been filed against the Company or any of its Subsidiaries with any Governmental Authority alleging any material failure by the Company or any of its Subsidiaries to comply with any Law to which it is subject, and (iii) none of the Company nor any of its Subsidiaries has made a voluntary, directed, or involuntary disclosure to any Governmental Authority regarding any alleged act or omission arising under or relating to any noncompliance with any Law.
(eb) None The Company and each of its Subsidiaries has all Permits that are required to own, lease or operate its properties and assets and to conduct its business as currently conducted and as proposed to be conducted (the “Company Permits”), except where the failure to have such Company Permits would not be material to the Company and its Subsidiaries, taken as a whole. As of the representations date hereof, (i) each Company Permit is in full force and warranties contained effect in accordance with its terms, (ii) no outstanding notice of revocation, cancellation or termination of any Company Permit has been received by the Company or any of its Subsidiaries, (iii) there are no Actions pending or, to the knowledge of the Company, threatened that seek the revocation, suspension, withdrawal, adverse modification, cancellation or termination of any Company Permit, (iv) each of the Company and each of its Subsidiaries is, and has been since January 1, 2017, in compliance with all material Company Permits applicable to the Company or such Subsidiary and no condition exists that with notice or lapse of time or both would constitute a default under such Company Permits, in each case, except as would not be material to the Company and its Subsidiaries, taken as a whole. The consummation of the transactions contemplated by this Agreement will not cause the revocation, modification or cancellation of any Company Permits, except for any such revocation, modification or cancellation that would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. Section 3.10 shall be deemed 5.10(b) of the Company Disclosure Schedule contains a complete list of all material Company Permits.
(c) The Company and each of its Subsidiaries has implemented, maintains, and complies in all material respects with internal compliance programs designed to relate detect and prevent violations of any applicable Laws specific to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18)cannabis industry.
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Compliance with Laws; Permits. (a) Except as would not reasonably be expected to be disclosed on Schedule 4.13, the Sellers and the Foreign Subsidiaries are conducting the Business and Purchased Assets in compliance, in all material respects, with all applicable Laws, notices, approvals and Orders. Except as disclosed on Schedule 4.13, to the Knowledge of the Sellers, (i) each Seller Business Group and Foreign Subsidiary is not in material breach of any Law, notice, approval or order applicable to it or the Business, taken as a whole, (i) the Seller Business Group is, and since August 31, 2018 has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31there are no facts or circumstances which could form the basis for any such material breach. Each Seller and Foreign Subsidiary is not under investigation with respect to the violation of any Laws and to the Knowledge of the Sellers, 2018, there are no Seller Business Group Member facts or circumstances which could form the basis for any such violation. None of the Sellers or Foreign Subsidiaries has received any written or, to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member or other communication that alleges that the Business is not in compliance in any material respect with respect to any such Law Law, Order or Order Permit applicable to the Business and or the Purchased Assets or (iiiB) no investigation by any Governmental Body written notice or communication regarding a violation any deficiencies in any material respect in the compliance practices, procedures, methodologies or methods of any such Law or Order applicable to the Business isor its employees or internal compliance controls, as of including any complaint, allegation, assertion or claim that the date hereof, pending Business or threatened its employees has engaged in writing or, to Seller’s Knowledge, threatened orallyillegal practices.
(b) Except as would not reasonably be expected The Sellers and Foreign Subsidiaries (and all of their employees who are legally required to be material licensed by a Government Entity in order to the Seller Business Group perform his or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity her duties with respect to any his or her employment with such Law Seller or Order applicable to such Principal JV Entity and (iiiForeign Subsidiary) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of the date hereof, pending or threatened in writing.
(c) All have all material Permits which are required for the Seller Business Group to conduct lawful operation of the Business have been obtained by a Seller Business Group Member (as presently conducted and following the Restructuring will be held by an Acquired Company) ownership and are valid operation of the Purchased Assets, and each such Permit is valid, binding and in full force and effect and the Seller Business Group is, and has been since August 31, 2018effect, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, each case except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) . Except as would not reasonably be expected to be material set forth on Schedule 4.13(b), to the Seller Business Group Knowledge of Sellers, none of the Sellers is or has been in material default or violation (and no event has occurred which, with notice or the Businesslapse of time or both, taken as would constitute a whole:
(idefault or violation) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products term, condition or services currently provided by provision of any Seller Business Group Member or Permit to seize or detain on import any such products.
(iiwhich it is a party. Schedule 4.13(b) Since August 31, 2018, all Products Manufactured by sets forth a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf list of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired CompaniesSellers.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18).
Appears in 1 contract
Compliance with Laws; Permits. (a) Sellers are in compliance, in all material respects, with all Laws applicable to the Business. Except as would not reasonably be expected related to be material or as a result of the filing or pendency of the Bankruptcy Case, to the Seller Business Group or the BusinessKnowledge of Sellers, taken as a wholesince January 1, 2020, (i) none of the Seller Business Group is, and since August 31, 2018 has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018, no Seller Business Group Member Sellers has received any written notice of, or been charged with, the material violation of any Laws, and (ii) no event has occurred or circumstance exists that (with or without notice, passage of time, or both) would constitute or result in a failure by any Seller or its Subsidiaries to comply, in any material respect, with any applicable Law that would have a Material Adverse Effect. Except as related to or as a result of the filing or pendency of the Bankruptcy Case, no investigation, review or Litigation by any Governmental Authority in relation to any actual or alleged material violation of Law by any Seller or its Subsidiaries is pending or, to Seller’s Knowledgethe Knowledge of the Sellers, oral notice from any Governmental Body alleging any noncompliance by threatened, nor has any Seller Business Group Member or the Business with respect to any such Law or Order applicable to the Business and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to the Business is, as of the date hereof, pending or threatened in writing or, to Seller’s Knowledge, threatened orally.
(b) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole, (i) the Principal JV Entities are, and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has its Subsidiaries received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect Authority indicating an intention to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of conduct the date hereof, pending or threatened in writingsame.
(cb) All To the Knowledge of Sellers, all Permits required for the any Seller Business Group and its Subsidiaries to conduct the Business as currently conducted by Sellers have been obtained by a any Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) its Subsidiaries and are valid and in full force and effect and the Seller Business Group iseffect. No event has occurred that, and has been since August 31with or without notice, 2018passage of time, in compliance in with all such Permitsor both, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to result in the Seller Business Group revocation, cancellation, modification, suspension, lapse, limitation, or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew non-renewal of any material Permit, except as Permit that would not reasonably be expected to have a Business Material Adverse Effect.
(dc) Except as would not reasonably be expected to be material Each Seller, its Subsidiaries, their respective directors, officers, and employees, and to the Seller Business Group or the BusinessKnowledge of Sellers, taken as a whole:
each Seller’s and its Subsidiaries’ agents and representatives are and have, since January 1, 2017 been in compliance with (i) There are no actions threatened U.S. and any applicable foreign economic sanctions Laws and regulations, including economic sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), and (ii) all U.S. and applicable foreign Laws and regulations relating to import and export controls (collectively, “Trade Controls”). None of the Sellers, their Subsidiaries, their respective officers, directors, agents, employees, or any third party acting on their behalf (A) is or has been designated on any sanctions-related list of restricted or blocked persons, including OFAC’s list of “Specially Designated Nationals and Blocked Persons”, (B) is located in, organized under the Laws of, or resident in writing or, to Seller’s Knowledge, threatened orally, any country or territory that is itself the subject of any economic or financial sanctions by any Governmental Body to suspend Authority, or deny the distribution, supply (C) owned or marketing of any products or services currently provided controlled by any Person or Persons described in clause (A) or (B). There have been no claims, complaints, charges, investigations, voluntary disclosures, or Litigations under Trade Controls involving any Seller Business Group Member or its Subsidiaries, and to seize the Knowledge of the Sellers, there are no pending or detain on import any such productsthreatened claims or investigations involving suspect or confirmed violations thereof.
(d) No Seller nor any of their respective Subsidiaries, nor any of their respective directors, officers, employees, or agents, nor any third parties acting on their behalf, is and since January 1, 2017 has been engaged, directly or indirectly, in any activity in violation of (i) the Foreign Corrupt Practices Act of 1977, as amended, (ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf other applicable Law of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof Governmental Authority of similar effect or that relates to bribery or corruption (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirements. As of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin the Manufacture, sale or distribution of any Business Manufactured Product. To Seller’s Knowledge, no Business Manufactured Product is adulterated, mislabeled or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired Companies.
(e) None of the representations and warranties contained in this Section 3.10 shall be deemed to relate to any intellectual property matters (such matters being the subject of Section 3.13), data privacy matters (such matters being the subject of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18).
Appears in 1 contract
Samples: Asset Purchase Agreement (Christopher & Banks Corp)
Compliance with Laws; Permits. (a) None of the Transferred Companies has been at any time since *** in violation of any Law or Governmental Order applicable to it or its assets, properties or businesses***. Except as would not reasonably be expected to be material to set forth in Section 4.9(a) of the Seller Business Group or the Business, taken as a whole, (i) the Seller Business Group is, and since August 31, 2018 has been, in compliance in all respects with all Laws and Orders applicable to the Seller Business Group and the Business, (ii) since August 31, 2018Disclosure Schedule, no Seller Business Group Member Transferred Company has received any written or, notice to Seller’s Knowledge, oral notice from any Governmental Body alleging any noncompliance by any Seller Business Group Member the effect that it (i) has violated or the Business is not in compliance with respect to any such Law or Governmental Order applicable to or (ii) is the Business and (iii) no investigation by any Governmental Body regarding a violation subject of any such Law or Order applicable to investigation in any jurisdiction where it does business and there are no grounds for the Business is, as same. As of the date hereofof this Agreement, pending none of the Transferred Companies is a party to, or threatened in writing orbound by, to Seller’s Knowledge, threatened orallyany Governmental Order ***.
(b) Except Each of the Transferred Companies holds all governmental qualifications, registrations, filings, licenses, permits, approvals or authorizations necessary to conduct its Business and to own or use its assets and properties, as would not reasonably be expected to be material to the Seller Business Group or the such Business, taken as a wholeassets and properties are conducted, (i) the Principal JV Entities are, owned and since August 31, 2018 have been, in compliance in all respects with all Laws and Orders applicable to the Principal JV Entities. (ii) since August 31, 2018, no Principal JV Entity has received any written notice from any Governmental Body alleging any noncompliance by any Principal JV Entity with respect to any such Law or Order applicable to such Principal JV Entity and (iii) no investigation by any Governmental Body regarding a violation of any such Law or Order applicable to a Principal JV Entity is, as of used on the date hereofhereof (collectively, pending or threatened in writing.
(c) the “Permits”)***. All *** Permits required for the Seller Business Group to conduct the Business have been obtained by a Seller Business Group Member (and following the Restructuring will be held by an Acquired Company) and are valid and in full force and effect and the Seller Business Group is, and has been since August 31, 2018, in compliance in with all such Permits, except where the failure to obtain any such Permit or to be valid and in full force and effect or to be in compliance therewith would not reasonably be expected to be material to the Seller Business Group or the Business. Since August 31, 2018, no Governmental Body has threatened in writing or, to Seller’s Knowledge, threatened orally, to revoke, suspend, limit, vary or not renew any material Permit, except as would not reasonably be expected to have a Business Material Adverse Effect.
(d) Except as would not reasonably be expected to be material to the Seller Business Group or the Business, taken as a whole:
(i) There are no actions threatened in writing or, to Seller’s Knowledge, threatened orally, by any Governmental Body to suspend or deny the distribution, supply or marketing of any products or services currently provided by any Seller Business Group Member or to seize or detain on import any such products.
(ii) Since August 31, 2018, all Products Manufactured by a Seller Business Group Member, or sold by a Seller Business Group Member or, to Seller’s Knowledge, sold or Manufactured by any Person on behalf of a Seller Business Group Member, including in each case products Manufactured and sold under Seller’s “Almus” and “Alvita” brands and any derivations thereof (collectively, the “Business Manufactured Products”), have been Manufactured and sold in compliance in all material respects with all applicable Permits and applicable Laws and Orders and manufacturer requirementseffect. As of the date hereof, no Governmental Body has initiated or commenced any currently pending, or threatened in writing or, to Seller’s Knowledge, threatened orally to initiate or commence, any action to enjoin none of the Manufacture, sale or distribution Transferred Companies is the subject of any Business Manufactured Product. To Seller’s Knowledgepending or*** threatened Action seeking the revocation, no Business Manufactured Product is adulteratedsuspension, mislabeled termination, modification or misbranded (or similar terms under applicable Laws and Orders), except as would not reasonably be expected to be material to the Business or the Acquired Companiesimpairment of any Permit***.
(ec) None of the representations and warranties contained Transferred Companies and*** none of their respective Representatives acting on their behalf, has, in this Section 3.10 shall be deemed connection with the operation of their respective businesses, (i) used or promised any funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to relate political activity to government officials, candidates or members of political parties or organizations, or established or maintained any intellectual property matters unlawful or unrecorded funds in violation of the Foreign Corrupt Practices Act of 1977, as amended, as if it were applicable at that time, or any other similar applicable Law; (such matters being the subject ii) paid, promised, accepted or received any unlawful contributions, payments, expenditures, gifts or anything else of Section 3.13)value; or (iii) violated or operated in noncompliance with any export restrictions, data privacy matters (such matters being the subject anti-boycott regulations, embargo regulations or other applicable Laws of Section 3.14), employee benefits matters (such matters being the subject of Section 3.15), employment and labor matters (such matters being the subject of Section 3.16), tax matters (such matters being the subject of Section 3.17) or environmental matters (such matters being the subject of Section 3.18)any Governmental Entity.
Appears in 1 contract
Samples: Stock Purchase and Contribution Agreement (Acorn Energy, Inc.)
