Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14): (i) each Longhorn Entity is, and at all times since January 1, 2010 has been, in compliance in all material respects with each Legal Requirement that is or was applicable to it; (ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and (iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity. (b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) is reasonably likely to (i) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, or a failure on the part of any Longhorn Entity to comply with, any material Permits or (ii) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Joy Global Inc), Stock Purchase Agreement (Rowan Companies Inc)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect Except as set forth in Schedule 3.7(a), since the date that is two years prior to laws concerning Taxes the date of this Agreement, the Target Companies are not and have not been in material violation of any applicable Legal Requirements (which are addressed in Section 3.9term for this purpose shall not include Environmental Laws or Legal Requirements relating to Taxes, employee benefits matters or employee matters).
(b) Except as set forth on Schedule 3.7(b), laws concerning employee benefits (which are addressed in Section 3.10)for the past two years, and Environmental Laws (which are addressed in Section 3.14):
(i) each Longhorn Entity is, and at all times since January 1, 2010 none of the Target Companies has been, in compliance in all material respects with each Legal Requirement that is or was applicable to it;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, received any written or notice or, to the knowledge of the Company, other notice or other communication notice, from any Governmental Entity Body regarding any actual, alleged, possible or any other Person regarding (A) any actual or alleged potential violation of, or failure to comply with, any Legal Requirement (which term for this purpose shall not include Environmental Laws or Legal Requirements relating to Taxes, employee benefits matters or employee matters) applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entityto it.
(bc) Except as set forth on Schedule 3.11(b3.7(c), (i) each Longhorn Entity possesses all Governmental Authorization (which term for this purpose shall not include Governmental Authorizations relating to Environmental Matters, Taxes, employee benefits matters or employee matters) that is material Permitsto the operation of the Company Business, all such material Permits are as currently being conducted, has been issued to the applicable Target Company and is valid and in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or ; (ii) such Governmental Authorizations constitute all that are required for the operation of the Company Business as currently conducted (other than any actual or alleged Governmental Authorizations that are not material to the Target Companies taken as a whole); (iii) the holder thereof is in material compliance with such Governmental Authorization; and (iv) there has been no pending or, to the knowledge of the Company, threatened Proceedings seeking termination, revocation, withdrawal, suspension, cancellation suspension or termination of, or any adverse modification to, any material Permit or the commencement or threatened commencement of any proceeding such Governmental Authorizations. Schedule 3.7(c) sets forth a list of all such Governmental Authorizations referenced in clause (c)(i) above. The Company has provided or made available to do any Buyer true, correct and complete copies of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that all such Governmental Authorizations referenced in clause (with or without notice or lapse of timec)(i) is reasonably likely to (i) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, or a failure on the part of any Longhorn Entity to comply with, any material Permits or (ii) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permitabove.
Appears in 2 contracts
Samples: Equity Interest Purchase Agreement, Equity Interest Purchase Agreement (NGL Energy Partners LP)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):Part 3.14 of the Disclosure Letter:
(i) each Longhorn Entity Acquired Company is, and at all times since January 1, 2010 inception has been, in full compliance in all material respects with each Legal Requirement that is or was applicable to itit or to the conduct or operation of its business or the ownership or use of any of its assets;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) is reasonably likely to (iA) may constitute or result directly or indirectly in a material violation by any Longhorn Entity Acquired Company of, or a failure on the part of any Longhorn Entity Acquired Company to comply with, any material Permits Legal Requirement, or (B) may give rise to any obligation on the part of any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and
(iii) no Acquired Company has received, at any time since inception, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.
(b) Part 3.14 of the Disclosure Letter contains a complete and accurate list of each Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, any Acquired Company, including, without limitation, all required authorizations from the Federal Reserve Board, the FDIC, the Office of the Comptroller of the Currency, the Missouri Division of Finance, and any other applicable regulatory authority. Each Governmental Authorization listed or required to be listed in Part 3.14 of the Disclosure Letter is valid and in full force and effect. Except as set forth in Part 3.14 of the Disclosure Letter:
(i) each Acquired Company is, and at all times has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.14 of the Disclosure Letter;
(ii) no event has occurred or circumstance exists that may (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 term or requirement of any Governmental Authorization listed or required to be listed in Part 3.14 of the Disclosure Letter, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation cancellation, or termination of, or any modification to, any material PermitGovernmental Authorization listed or required to be listed in Part 3.14 of the Disclosure Letter;
(iii) no Acquired Company has received, at any time, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, or termination of, or modification to, any Governmental Authorization; and
(iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Part 3.14 of the Disclosure Letter have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Part 3.14 of the Disclosure Letter collectively constitute all of the Governmental Authorizations necessary to permit the Acquired Companies to lawfully conduct and operate their businesses in the manner they currently conduct and operate such businesses and to permit the Acquired Companies to own and use their assets in the manner in which they currently own and use such assets.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Enterprise Financial Services Corp), Merger Agreement (Enterprise Financial Services Corp)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):Part 3.14 of the Disclosure Letter:
(i) each Longhorn Entity Acquired Company is, and at all times since January 1, 2010 inception has been, in full compliance in all material respects with each Legal Requirement that is or was applicable to itit or to the conduct or operation of its business or the ownership or use of any of its assets;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) is reasonably likely to (iA) may constitute or result directly or indirectly in a material violation by any Longhorn Entity Acquired Company of, or a failure on the part of any Longhorn Entity Acquired Company to comply with, any material Permits Legal Requirement, or (B) may give rise to any obligation on the part of any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and
(iii) no Acquired Company has received, at any time since inception, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.
(b) Part 3.14 of the Disclosure Letter contains a complete and accurate list of each Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, any Acquired Company, including, without limitation, all required authorizations from the Federal Reserve Board, the FDIC, the Kansas or Missouri banking authorities and any other applicable regulatory authority. Each Governmental Authorization listed or required to be listed in Part 3.14 of the Disclosure Letter is valid and in full force and effect. Except as set forth in Part 3.14 of the Disclosure Letter:
(i) each Acquired Company is, and at all times has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.14 of the Disclosure Letter;
(ii) no event has occurred or circumstance exists that may (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 term or requirement of any Governmental Authorization listed or required to be listed in Part 3.14 of the Disclosure Letter, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation cancellation, or termination of, or any modification to, any material PermitGovernmental Authorization listed or required to be listed in Part 3.14 of the Disclosure Letter;
(iii) no Acquired Company has received, at any time, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, or termination of, or modification to, any Governmental Authorization; and
(iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Part 3.14 of the Disclosure Letter have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Part 3.14 of the Disclosure Letter collectively constitute all of the Governmental Authorizations necessary to permit the Acquired Companies to lawfully conduct and operate their businesses in the manner they currently conduct and operate such businesses and to permit the Acquired Companies to own and use their assets in the manner in which they currently own and use such assets.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Enterprise Financial Services Corp), Merger Agreement (Enterprise Financial Services Corp)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9)Part 2.10 of the Beacon Disclosure Schedule, laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):
(i) each Longhorn Entity isthe Beacon Corporations are, and at all times since January October 1, 2010 has have been, in material compliance in all material respects with each Legal Requirement that is or was applicable to it;
(ii) no event has occurred any of them or circumstance exists (with to the conduct or without notice operation of their business or lapse of time) (A) that is reasonably likely to constitute the ownership or result in a material violation by any Longhorn Entity of, or a material failure on the part use of any Longhorn Entity to comply withof their assets, including, without limitation, any regulation issued under any such Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn EntityRequirement; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of timetime or both) is reasonably likely to (i) may constitute or result directly or indirectly in a material violation by any Longhorn Entity of the Beacon Corporations of, or a substantial failure on the part of any Longhorn Entity of the Beacon Corporations to comply with, any material Permits Legal Requirement, or (ii) result directly may give rise to any obligation on the part of any of the Beacon Corporations to undertake, or indirectly in to bear all or any portion of the revocationcost of, withdrawalany substantial remedial action of any nature; and none of the Beacon Corporations has received, suspensionat any time since January 1, cancellation 2009, any notice or termination other communication (whether oral or written) from any Governmental Body or any other Person regarding (x) any actual, alleged, possible, or potential violation of, or any modification tofailure to comply with, any Legal Requirement, (y) any actual, alleged, possible, or potential obligation on the part of any of the Beacon Corporations to undertake, or to bear all or any portion of the cost of, any remedial action of any nature, or (z) any investigation with respect to any such Legal Requirement.
(b) The Beacon Corporations have all material PermitGovernmental Authorizations required to conduct their respective businesses as now being conducted. Such Governmental Authorizations are valid and in full force and effect, and the Beacon Corporations and Persons acting in concert with and on behalf of the Beacon Corporations are in compliance in all material respects with all such Governmental Authorizations.
(c) The Beacon Corporations and, to Beacon’s Knowledge, Persons acting in concert with and on behalf of any Beacon Corporation:
(i) have not used in any capacity the services of any individual or Entity debarred, excluded, or disqualified under 21 U.S.C. Section 335a, 42 U.S.C. Section 1320a-7, 21 C.F.R. Section 312.70, or any similar laws, rules or regulations; and
(ii) have not been convicted of any crime or engaged in any conduct that has resulted, or would reasonably be expected to result, in debarment, exclusion, or disqualification under 21 U.S.C. Section 335a, 42 U.S.C. Section 1320a-7, 21 C.F.R. Section 312.70, or any similar laws, rules regulations.
(d) None of the Beacon Corporations, and (to the Knowledge of Beacon) no Representative of any Beacon Corporation with respect to any matter relating to any of the Beacon Corporations, has: (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or violated any provision of the Foreign Corrupt Practices Act of 1977, as amended; or (iii) made any other unlawful payment.
(e) None of the Beacon Corporations, or, to Beacon’s Knowledge, Persons acting in concert with or on behalf of any Beacon Corporation, or, to Beacon’s Knowledge, any officers, employees or agents of the same has with respect to any product that is manufactured, tested, distributed, held or marketed by or on behalf of any Beacon Corporation made an untrue statement of a material fact or fraudulent statement to any Governmental Body, or failed to disclose a material fact required to be disclosed any Governmental Body, or committed an act, or made a statement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Beacon Enterprise Solutions Group Inc), Merger Agreement (Beacon Enterprise Solutions Group Inc)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect Except as to laws concerning Taxes (which are addressed in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10)matters that have not resulted, and Environmental Laws (which are addressed in Section 3.14):
(i) each Longhorn Entity iswould not reasonably be expected to result in, a Material Adverse Effect on Parent and its Subsidiaries, taken as a whole: Parent and its Subsidiaries are, and at all times since January 1, 2010 has 2004 have been, in material compliance in all material respects with each Legal Requirement Requirements that is or was applicable to it;
(ii) no event has occurred any of them or circumstance exists (with to the conduct or without notice operation of their business or lapse of time) (A) that is reasonably likely to constitute the ownership or result in a material violation by any Longhorn Entity of, or a material failure on the part use of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entitytheir assets; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of timetime or both) is reasonably likely to (iA) may constitute or result directly or indirectly in a material violation by any Longhorn Entity of Parent or its Subsidiaries of, or a substantial failure on the part of any Longhorn Entity of Parent or its Subsidiaries to comply with, any material Permits Legal Requirement, or (iiB) result directly may give rise to any obligation on the part of any Parent or indirectly in its Subsidiaries to undertake, or to bear all or any portion of the revocationcost of, withdrawalany substantial remedial action of any nature; and none of Parent or its Subsidiaries has received, suspensionat any time since January 1, cancellation 2004, any notice or termination other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or any modification tofailure to comply with, any material PermitLegal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of any of Parent or its Subsidiaries to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. Parent has made available to Parent copies of, all reports made by any attorney to Parent’s chief legal officer, chief executive officer, Company Board (or committee thereof) or other representative pursuant to 17 CFR Part 205, and all responses thereto.
Appears in 2 contracts
Samples: Merger Agreement (Amis Holdings Inc), Merger Agreement (On Semiconductor Corp)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):
(i) each Longhorn Entity isThe Acquired Corporations are, and at all times since January 1, 2010 has 2004 have been, in material compliance in all material respects with each Legal Requirement that is or was applicable to it;
(ii) no event has occurred any of them or circumstance exists (with to the conduct or without notice operation of their business or lapse the ownership or use of time) (A) any of their assets, except for violations that is have not resulted, or would not reasonably likely be expected to constitute or result result, in a material violation by any Longhorn Entity of, or a material failure Material Adverse Effect on the part of any Longhorn Entity to comply withAcquired Corporations, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entitytaken as a whole.
(b) Except for events or circumstances that would not reasonably be expected to result in a Material Adverse Effect on the Acquired Corporations, taken as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Sellera whole, no event has occurred or circumstance exists that (with or without notice or lapse of timetime or both) is reasonably likely to (iA) may constitute or result directly or indirectly in a material violation by any Longhorn Entity of the Acquired Corporations of, or a substantial failure on the part of any Longhorn Entity of the Acquired Corporations to comply with, any material Permits Legal Requirement, or (iiB) may give rise to any obligation EXECUTION COPY on the part of any of the Acquired Corporations to undertake, or to bear all or any portion of the cost of, any substantial remedial action of any nature;
(c) Except for notices or other communications pertaining to matters that would not reasonably be expected to result directly in a Material Adverse Effect on the Acquired Corporations, taken as a whole, none of the Acquired Corporations has received, at any time since January 1, 2004, any notice or indirectly in the revocationother communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, withdrawalalleged, suspensionpossible, cancellation or termination potential violation of, or any modification tofailure to comply with, any material PermitLegal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of any of the Acquired Corporations to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. The Company has made available to Parent copies of all reports made by any attorney to the Company’s chief legal officer, chief executive officer, Company Board (or committee thereof) or other representative pursuant to 17 CFR Part 205, and all responses thereto.
Appears in 2 contracts
Samples: Merger Agreement (On Semiconductor Corp), Merger Agreement (Amis Holdings Inc)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):
(i) each Longhorn Entity isThe Acquired Corporations are, and at all times since January 1March 31, 2010 has 2006 have been, in material compliance in all material respects with each Legal Requirement that is or was applicable to it;
(ii) no event has occurred any of them or circumstance exists (with to the conduct or without notice operation of their business or lapse the ownership or use of time) (A) any of their assets, except for violations that is reasonably likely to constitute or result in a material violation by any Longhorn Entity ofhave not had, or would not reasonably be expected to have, a material failure Material Adverse Effect on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn EntityAcquired Corporations.
(b) Except as set forth for events or circumstances that would not reasonably be expected to have a Material Adverse Effect on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of SellerAcquired Corporations, no event has occurred or circumstance exists that (with or without notice or lapse of timetime or both) is reasonably likely to (iA) may constitute or result directly or indirectly in a material violation by any Longhorn Entity of the Acquired Corporations of, or a substantial failure on the part of any Longhorn Entity of the Acquired Corporations to comply with, any material Permits Legal Requirement, or (iiB) result directly may give rise to any obligation on the part of any of the Acquired Corporations to undertake, or indirectly in to bear all or any portion of the revocationcost of, withdrawalany remedial action of any nature.
(c) Except for notices or other communications pertaining to matters that would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations, suspensionnone of the Acquired Corporations has received, cancellation at any time since March 31, 2006, any notice or termination other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or any modification tofailure to comply with, any material PermitLegal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of any of the Acquired Corporations to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. The Company has made available to Parent copies of, all reports made by any attorney to the Company’s chief legal officer, chief executive officer, the Company Board (or any committee thereof) or other representative pursuant to 17 CFR Part 205, and all responses thereto.
Appears in 2 contracts
Samples: Merger Agreement (On Semiconductor Corp), Merger Agreement (California Micro Devices Corp)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):Part 3.12 of the Disclosure Letter:
(i) each Longhorn Entity isof Holdings, the Company and at all times since January 1, 2010 has been, Company’s Subsidiaries is in material compliance in all material respects with each the Legal Requirement Requirements that is or was are applicable to itit or to the conduct or operation of its business or the ownership or use of any of its assets;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to may constitute or result in a material violation by any Longhorn Entity Holdings or the Company of, or a material failure on the part of any Longhorn Entity Holdings or the Company to comply with, with any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn EntityRequirement; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity except as would not reasonably be expected to result in a material adverse effect on the Company or any other Person regarding (A) any actual of Company’s Subsidiaries, no event has occurred or alleged circumstance exists that may constitute or result in a violation by Company’s Subsidiaries of, or a failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of Company’s Subsidiary to comply with any Longhorn EntityLegal Requirements.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to Part 3.12 of the effect that, or otherwise been advised of Disclosure Letter:
(i) each of Holdings, the Company and Company’s Subsidiaries, is in material compliance with all of the terms and requirements of each approval, consent, license, permit, waiver or other authorization issued, granted, given or otherwise made available by or under the authority of any actual Governmental Body or alleged material violation ofpursuant to any Legal Requirement and necessary (A) for the lawful conduct or operation of its business as currently conducted, or failure (B) to comply withpermit it to own and use its assets in the manner in which it currently owns and uses such assets (each a “Governmental Authorization” and, any material Permits or collectively, the “Governmental Authorizations”);
(ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that may (with or without notice or lapse of time) is reasonably likely to (iA) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, of or a failure on by Holdings or the part Company to comply with any term or requirement of any Longhorn Entity to comply withGovernmental Authorization, any material Permits or (iiB) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Governmental Authorization;
(iii) except as would not reasonably be expected to result in a material Permitadverse effect on the Company or any of Company’s Subsidiaries, no event has occurred or circumstance exists that may constitute or result directly or indirectly in a violation of or a failure by Company’s Subsidiaries to comply with any term or requirement of any Governmental Authorization; and
(iv) except as would not reasonably be expected to result in a material adverse effect on the Company or any of Company’s Subsidiaries, all applications required to have been filed on behalf of Holdings, the Company and each of Company’s Subsidiaries, for the renewal of Governmental Authorizations have been duly filed with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made with the appropriate Governmental Bodies.
Appears in 2 contracts
Samples: Stock Purchase Agreement (CPM Holdings, Inc.), Stock Purchase Agreement (CPM Holdings, Inc.)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):Schedule 4.13 of the Disclosure Memorandum:
(i) each Longhorn Entity Seller is, and at all times since January 1December 30, 2010 2010, has been, in full compliance in all material respects with each Legal Requirement that is or was applicable to itit or to the conduct or operation of its business or the ownership or use of any of its assets;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) is reasonably likely to (iA) may constitute or result directly or indirectly in a material violation by any Longhorn Entity Seller of, or a failure on the part of any Longhorn Entity Seller to comply with, any material Permits Legal Requirement, or (iiB) result directly may give rise to any obligation on the part of Seller to undertake, or indirectly in to bear all or any portion of the revocationcost of, withdrawalany remedial action of any nature; and
(iii) Seller has not received, suspensionat any time since December 30, cancellation 2010, any notice or termination other communication (whether oral or written) from any Governmental Body or any other Person regard-ing (A) any actual, alleged, possible, or potential violation of, or any modification tofailure to comply with, any Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of it to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.
(b) Schedule 4.13 of the Disclosure Memorandum contains a complete and accurate list of each material PermitGovernmental Authorization that is held by Seller or that otherwise relates to the business of, or to any of the material assets owned or used by, Seller. Each Governmental Authorization listed or required to be listed in Schedule 4.13 of the Disclosure Memorandum is valid and in full force and effect. The Governmental Authorizations listed in Schedule 4.13 of the Disclosure Memorandum collectively constitute all of the material Governmental Authorizations necessary to permit Seller to lawfully conduct and operate its business in the manner it currently conducts and operates such business and to permit it to own and use its assets in the manner in which it currently owns and uses such assets.
Appears in 2 contracts
Samples: Asset Purchase Agreement (mCig, Inc.), Asset Purchase Agreement (Stony Hill Corp.)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):Schedule 3.13:
(i) each Longhorn Entity Target is, and at all times since January 1, 2010 inception has been, in full compliance in all material respects with each Legal Requirement that is or was applicable to itit or to the conduct or operation of its business or the ownership or use of any of its assets;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by Target of, or a failure on the part of Target to comply with, any Legal Requirement, or (B) may give rise to any obligation on the part of Target to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and
(iii) Target has not received, at any time since inception, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of Target to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.
(b) Schedule 3.13 contains a complete and accurate list of each Governmental Authorization that is reasonably likely held by Target or that otherwise relates to the business of, or to any of the assets owned or used by, Target. Each Governmental Authorization listed or required to be listed in Schedule 3.13 is valid and in full force and effect. Except as set forth in Schedule 3.13:
(i) Target is, and at all times since inception has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Schedule 3.13;
(ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, of or a failure on the part to comply with any term or requirement of any Longhorn Entity Governmental Authorization listed or required to comply withbe listed in Schedule 3.13, any material Permits or (iiB) result directly or indirectly in the revocation, withdrawal, suspension, cancellation cancellation, or termination of, or any modification to, any material PermitGovernmental Authorization listed or required to be listed in Schedule 3.13;
(iii) Target has not received, at any time since inception, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and
(iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Schedule 3.13 have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Schedule 3.13 collectively constitute all of the Governmental Authorizations necessary to permit Target to lawfully conduct and operate its business in the manner it currently conducts and operates such business and to permit the Target to own and use its assets in the manner in which it currently owns and uses such assets.
Appears in 2 contracts
Samples: Merger Agreement (Century Park Pictures Corp), Merger Agreement (Century Park Pictures Corp)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9)Part 2.12 of the Disclosure Schedule, laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):
(i) each Longhorn Entity of the Acquired Companies is, and has at all times since January 1March 12, 2010 has 2002 been, in compliance in all material respects with each all applicable Legal Requirement that is or was applicable to it;
Requirements. Except as set forth in Part 2.12(a) of the Disclosure Schedule, since March 12, 2002, none of the Acquired Companies has (iii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, received any written or other notice or other communication from any Governmental Entity Body or any other Person regarding (A) any actual or alleged possible violation of, or failure to comply withwith any material provision of, any Legal Requirement applicable it or (Bii) filed or otherwise provided any written notice to any Governmental Body or other Person regarding any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged possible material violation of, or failure to comply withwith any material provision of, any Legal Requirement.
(b) Part 2.12(b) of the Disclosure Schedule identifies each Governmental Authorization material Permits or to the operation of the business of the Acquired Companies as currently conducted that is held by any of the Acquired Companies, and the Company has made available to Parent accurate and complete copies of all such Governmental Authorizations. The Governmental Authorizations identified in Part 2.12(b) of the Disclosure Schedule are valid and in full force and effect, and collectively constitute all Governmental Authorizations necessary to enable the Acquired Companies to conduct their respective businesses in all material respects in the manner in which such businesses are currently being conducted. Each Acquired Company is, and at all times since March 12, 2002 has been, in substantial compliance with the terms and requirements of the Governmental Authorizations identified in Part 2.12(b) of the Disclosure Schedule. Since January 1, 2003, none of the Acquired Companies has received any written notice from any Governmental Body regarding (iia) any actual or alleged possible violation of or failure to comply with any term or requirement of any Governmental Authorization, or (b) any actual or possible revocation, withdrawal, suspension, cancellation cancellation, termination or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoingGovernmental Authorization. To the Knowledge of Sellerthe Company, no event has occurred or circumstance exists that (with or without notice or lapse Governmental Body is, as of time) is reasonably likely to (i) constitute or result directly or indirectly in a material violation by any Longhorn Entity ofthe date of this Agreement, or a failure on challenging the part right of any Longhorn Entity of the Acquired Companies to comply withdesign, manufacture, license, offer or sell any of its products or services.
(c) Except as set forth in Part 2.12(c) of the Disclosure Schedule, each of the Acquired Companies is, and has at all times since March 12, 2002 been, in compliance in all material Permits respects with applicable provisions of United States export and import control laws and regulations related to the export or transfer of commodities, software and technology, including the Export Administration Regulations (ii) result directly or indirectly 15 C.F.R. §§ 730-774); the International Traffic in Arms Regulations (22 C.F.R. §§ 120-130); the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material PermitForeign Assets Control Regulations (31 C.F.R. §§ 500-598); and the Customs Regulations (19 C.F.R. §§ 1-357).
Appears in 2 contracts
Samples: Merger Agreement (Conexant Systems Inc), Merger Agreement (Acquicor Technology Inc)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):Part 3.14 of the Disclosure Letter:
(i) each Longhorn Entity The Company is, and at all times since January 1, 2010 1998, has been, in full compliance in all material respects with each Legal Requirement that is or was applicable to itit or to the conduct or operation of its business or the ownership or use of any of its assets except where noncompliance will not have a Material Adverse Effect, and the Company is not subject to any liability or obligation as a result of the failure of the Company to comply with any Legal Requirements prior to January 1, 1998;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by the Company of, or a failure on the part of the Company to comply with, any Legal Requirement, or (B) may give rise to any obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature except where such violation, failure or obligation will not have a Material Adverse Effect; and
(iii) The Company has not received, at any time since January 1, 1998, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature and the Company is reasonably likely not subject to any liability or obligation with respect to any remedial action resulting from an event or notice which the Company received prior to January 1, 1998.
(b) Part 3.14 of the Disclosure Letter contains a complete and accurate list of each Governmental Authorization that is held by the Company or that otherwise relates to the business of, or to any of the assets owned or used by, the Company. To the Knowledge of the Company or Original Shareholders, each Governmental Authorization listed or required to be listed in Part 3.14 of the Disclosure Letter is valid and in full force and effect. Except as set forth in Part 3.14 of the Disclosure Letter:
(i) The Company is, and at all times since January 1, 1998 has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.14 of the Disclosure Letter except where noncompliance will not result in a Material Adverse Effect, and the Company is not subject to any liability or obligation with respect to any failure of compliance with any Governmental Authorization prior to January 1, 1998;
(ii) Except where the consequences of such event or circumstances do not result in a Material Adverse Effect, no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, of or a failure on the part to comply with any term or requirement of any Longhorn Entity Governmental Authorization listed or required to comply withbe listed in Part 3.14 of the Disclosure Letter, any material Permits or (iiB) result directly or indirectly in the revocation, withdrawal, suspension, cancellation cancellation, or termination of, or any modification to, any material PermitGovernmental Authorization listed or required to be listed in Part 3.14 of the Disclosure Letter;
(iii) The Company has not received, at any time since January 1, 1998, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and
(iv) All applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Part 3.14 of the Disclosure Letter have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies except where the failure to file will not result in a Material Adverse Effect. The Governmental Authorizations listed in Part 3.14 of the Disclosure Letter collectively constitute all of the Governmental Authorizations necessary to permit the Company to lawfully conduct and operate its businesses in the manner in which it currently conducts and operates such businesses and to permit the Company to own and use its assets in the manner in which it currently owns and uses such assets.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Edo Corp), Stock Purchase Agreement (Edo Corp)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.142.16(a):
(i) each Longhorn Entity Seller is, and at all times since January 1December 31, 2010 2016, has been, in material compliance in all material respects with each Legal Requirement that is or was applicable to itit or to the conduct or operation of its business or the ownership or use of any of its assets;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller’s Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by Seller of, or a failure on the part of Seller to comply with, any Legal Requirement or (B) may give rise to any obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and
(iii) Seller has not received, at any time since December 31, 2016, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of, or failure to comply with, any Legal Requirement or (B) any actual, alleged, possible or potential obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.
(b) Schedule 2.16(b) contains a complete and accurate list of each Governmental Authorization that is reasonably likely held by Seller or that otherwise relates to Seller’s business or the Assets. Each Governmental Authorization listed or required to be listed in Schedule 2.16(b) is valid and in full force and effect. Except as set forth in Schedule 2.16(b):
(i) Seller is, and at all times since December 31, 2016, has been, in material compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Schedule 2.16(b);
(ii) to Seller’s Knowledge, no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, of or a failure on the part to comply with any term or requirement of any Longhorn Entity Governmental Authorization listed or required to comply with, any material Permits be listed in Schedule 2.16(b) or (iiB) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material PermitGovernmental Authorization listed or required to be listed in Schedule 2.16(b);
(iii) Seller has not received, at any time since December 31, 2016, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of or modification to any Governmental Authorization; and
(iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Schedule 2.16(b) have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Schedule 2.16(b) collectively constitute all of the Governmental Authorizations necessary to permit Seller to lawfully conduct and operate its business in the manner in which it currently conducts and operates such business and to permit Seller to own and use its assets in the manner in which it currently owns and uses such assets.
Appears in 1 contract
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):Part 3.14 of the Disclosure Letter:
(i) each Longhorn Entity Acquired Company is, and at all times since January 1February 25, 2010 1994 has been, in full compliance in all material respects with each Legal Requirement that is or was applicable to itit or to the conduct or operation of its business or the ownership or use of any of its assets;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) is reasonably likely to (iA) may constitute or result directly or indirectly in a material violation by any Longhorn Entity Acquired Company of, or a failure on the part of any Longhorn Entity Acquired Company to comply with, any material Permits Legal Requirement, or (B) may give rise to any obligation on the part of any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and
(iii) no Acquired Company has received, at any time since February 25, 1994, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.
(b) Part 3.14 of the Disclosure Letter contains a complete and accurate list of each Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, any Acquired Company. Each Governmental Authorization listed or required to be listed in Part 3.14 of the Disclosure Letter is valid and in full force and effect. Except as set forth in Part 3.14 of the Disclosure Letter:
(i) each Acquired Company is, and at all times since February 25, 1994 has been, in material compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.14 of the Disclosure Letter;
(ii) no event has occurred or circumstance exists that may (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 term or requirement of any Governmental Authorization listed or required to be listed in Part 3.14 of the Disclosure Letter, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation cancellation, or termination of, or any modification to, any material PermitGovernmental Authorization listed or required to be listed in Part 3.14 of the Disclosure Letter; and
(iii) no Acquired Company has received, at any time since February 25, 1994, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization. The Governmental Authorizations listed in Part 3.14 of the Disclosure Letter collectively constitute all of the Governmental Authorizations necessary to permit the Acquired Companies to lawfully conduct and operate their businesses in the manner in which they currently conduct and operate such businesses and to permit the Acquired Companies to own and use their assets in the manner in which they currently own and use such assets. The representations, warranties and statements contained in this Section 3.14 do not apply to any matters covered by Section 3.19 below.
Appears in 1 contract
Samples: Stock Purchase Agreement (Styrochem International LTD)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):3.16(a) of the HCI Disclosure Schedule:
(i) each Longhorn Entity the Company is, and at all times since January 1, 2010 its incorporation or formation has been, in compliance in all material respects with each Legal Requirement that is or was applicable to it;it or to the conduct or operation of its business or the ownership or use of any of its Assets, except where such failure to comply would not have a Material Adverse Effect upon the Company; and
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of SellerHCI, no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a material violation by the Company of, or failure on the part of the Company to comply with, any Legal Requirement, or (B) may give rise to any obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and
(iii) the Company has not received any notice or other communication (whether oral or written) from any Governmental or Regulatory Authority or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.
(b) Section 3.16(b) of the HCI Disclosure Schedule contains a complete and accurate list of each Governmental Authorization that is reasonably likely held by the Company or that otherwise relates to the business of, or to any of the assets owned or used by the Company. To the Knowledge of HCI, each Governmental Authorization listed in Section 3.16(b) of the HCI Disclosure Schedule is as of the Closing Date valid and in full force and effect. Except as set forth on Section 3.16(b) of the HCI Disclosure Schedule:
(i) the Company is, and at all times has been, in compliance with all of the terms and requirements of each Governmental Authorization identified in Section 3.16(b) of the HCI Disclosure Schedule, except where such failure to comply would not have a Material Adverse Effect upon the Company; and
(ii) to the Knowledge of HCI, no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, of or a failure on the part to comply with any term or requirement of any Longhorn Entity to comply withGovernmental Authorization listed in Section 3.16(b) of the HCI Disclosure Schedule, any material Permits or (iiB) result directly or indirectly in the revocation, withdrawal, suspension, cancellation cancellation, or termination of, or any modification to, any material PermitGovernmental Authorization listed in Section 3.16(b) of the HCI Disclosure Schedule; and
(iii) the Company has not received any notice or other communication (whether oral or written) from any Governmental or Regulatory Authority or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and
(iv) except as set forth in Section 3.16(b) of the HCI Disclosure Schedule, as of the Closing Date and to the Knowledge of HCI, all applications required to have been filed for the renewal of the Governmental Authorizations listed in Section 3.16(b) of the HCI Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental or Regulatory Authority, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental or Regulatory Authority, except where such failure to file would not have a Material Adverse Effect upon the Company. To the Knowledge of HCI, the Governmental Authorizations listed in Section 3.16(b) of the HCI Disclosure Schedule collectively constitute all of the Governmental Authorizations necessary to permit the Company to lawfully conduct and operate the business of the Company in the manner it is currently conducted and operated and to permit the Company to own and use its assets in the manner in which it currently owns and uses such assets.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Crdentia Corp)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than Each of the Company and RE Company is in material compliance with respect to laws concerning Taxes (which are addressed in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):
(i) each Longhorn Entity is, and at all times since January 1, 2010 has been, in compliance in all material respects with each Legal Requirement that is or was Requirements applicable to it;. Neither the Company nor RE Company has received any written or oral notice from a Governmental Body that alleges that it is not in compliance with any Legal Requirement, and neither the Company nor RE Company has been subject to any adverse inspection, finding, investigation, penalty assessment, suspension, revocation, audit or other compliance or enforcement action. Except as set forth on Schedule 3.8, (A) the Company has not received any written or oral notice from any Governmental Body having jurisdiction over its operations, activities, locations, or facilities, of (I) any deficiencies or violations of, or (II) any remedial or corrective actions required in connection with, any Company Permit or their renewal, and (B) no action is being or, to the Knowledge of the Seller Parties, has been threatened or contemplated which (I) could reasonably be expected to result in the issuance of any notice referenced in the preceding clause (A) or (II) could prevent or impair the operations and activities engaged in pursuant to such Company Permits.
(iib) The Company has all Governmental Authorizations and Licenses reasonably necessary for the conduct of the Business (the “Company Permits”), which are listed on Schedule 3.8(b). All conditions of or restrictions on the Company Permits that may materially affect the ability of the Company to conduct its current Business or contemplated business, whether or not embodied in such Company Permit, have been disclosed to the Buyer. All of the Company Permits are valid and in full force and effect, and the Company is not in breach or default in any material respect under any Company Permit or any renewal thereof. Any and all applications for renewals of the Licenses necessary for the conduct of their business activities involving the Company have been timely made. No notices have been received by and no claims have been pursued and/or filed or threatened to be pursued and/or filed against the Company alleging a material violation of any Company Permit and no event has occurred or circumstance exists (that, with or without notice or lapse of time) (A) that is time or both, would reasonably likely be expected to constitute or result in a material violation the revocation, suspension, termination, lapse or limitation of any Company Permit (including any License). Each Seller Party hereby covenants that it shall promptly notify the Buyer of any such notice hereafter given and/or of any such action hereafter threatened or contemplated. All fees and charges with respect to the Company Permits due through the date hereof have been paid in full and will be paid in full through the Closing. Schedule 3.8(b) includes, where provided by any Longhorn Entity ofthe Governmental Body: (i) the operations, activities, locations and/or facilities authorized, covered by, or a material failure on subject to such Licenses; (ii) the part issuer of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entitysuch License; and
and (iii) no Longhorn Entity has received, at any time since January 1, 2010, any written the expiration or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) renewal date for such License. Except as set forth on Schedule 3.11(b3.8(b), each Longhorn Entity possesses all material Permits, all such material of the Company Permits are in full force and effect, all of the Company Permits are owned solely by the Company, free and clear of all Encumbrances, and the Company is in compliance with the Company Permits and all Legal Requirements in all material respects. All conditions of or restrictions on such Company Permits that may materially affect the ability to perform any cannabis related activity authorized by Pennsylvania law, whether or not embodied in the Company Permits, have been disclosed to representatives of Buyer.
(c) Based on a review of the Pennsylvania Department of Health, Office of Medical Marijuana webpage, and to the best of the Sellers’ Knowledge, the Company’s Licensed Providers have all Licenses necessary for the conduct of their business activities involving the Company. Schedule 3.8(c) sets forth, with respect to each Longhorn Entity is Licensed Provider, that nature and at all times since January date of any agreements or arrangements between the Company and Licensed Providers. The Company has not received any written notice from any Governmental Body having jurisdiction over its Licensed Providers’ operations, activities, locations, or facilities, of (I) any deficiencies or violations of, or (II) any remedial or corrective actions required in connection with any License held by a Licensed Provider or their renewal, and (B) to the Seller Parties’ Knowledge, no event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse or limitation of any License held by a Licensed Provider necessary for its cannabis or cannabis-related activities and operations involving the Company.
(d) None of the Seller Parties has, nor, to the Knowledge of the Seller Parties have any employees, agents or other representatives of the Company on behalf of the Company, directly or indirectly, made or authorized any payment, contribution or gift of money, property or services, in contravention of applicable Legal Requirement, (1) as a kickback or bribe to any Person or (2) to any political organization, 2010 has regulator or the holder of or any candidate for any elective or appointive public office, except for personal political contributions not involving the direct or indirect use of funds of the Company.
(e) Without limiting the foregoing and with the exception of immaterial deficiencies that have previously been remedied in the ordinary course (none of which resulted in any individual fine or sanctions equal to or greater than $500 or a temporary suspension of the Business for more than 24 hours), the Company and its employees have complied and are in compliance in all material respects with all material Permits. No Longhorn Entity has received federal, state and local laws, rules, regulations and requirements for the operation of the Business to which it is subject, as well as the laws, rules and regulations of any notice other governmental or quasi-governmental authority, agency, or entity having jurisdiction with respect thereto, except with respect to federal laws regarding the manufacture, possession, sale or distribution of cannabis.
(f) The Company’s activities pursuant to or in connection with the Licenses and to the effect that, or otherwise been advised of extent required by Applicable Law: (i) any actual or alleged material violation of, or failure are intended to comply with, any material Permits or prevent the distribution of marijuana to minors; (ii) are intended to prevent revenue from the sale of marijuana from going to criminal enterprises, gangs, and cartels; (iii) are intended to prevent the diversion of marijuana from states where it is legal under state law in some form to other states; (iv) are intended to prevent state-authorized marijuana activity from being used as a cover or pretext for trafficking of other illegal drugs or other illegal activity.
(g) To the Seller Parties’ Knowledge (a) each of the Company and RE Company has all necessary permits under any actual applicable Environmental Law for the operation of its business and is in compliance with such permits and otherwise is and has been in compliance with all Environmental Laws; (b) there has been no release or, to the Seller Parties’ Knowledge, threatened release, of any pollutant, contaminant or alleged revocationtoxic or hazardous material, withdrawal, suspension, cancellation substance or termination of, waste or petroleum or any modification tofraction thereof (each a “Hazardous Substance”), on, upon, into or from any material Permit site currently or heretofore owned, leased or otherwise used by the commencement Company or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) is reasonably likely to (i) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, or a failure on the part of any Longhorn Entity to comply with, any material Permits or (ii) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit.RE Company;
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (4Front Ventures Corp.)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):Part 3.14 of the Disclosure Letter:
(i) each Longhorn Entity Acquired Company is, and at all times since January 1, 2010 its inception has been, in full compliance in all material respects with each Legal Requirement in the United States and Israel and, to the Knowledge of Seller and the Acquired Companies, each other jurisdiction that is or was applicable to itit or to the conduct or operation of its business or the ownership or use of any of its assets;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of SellerSeller and the Acquired Companies, no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by any Acquired Company of, or a failure on the part of any
(iii) no Acquired Company has received, at any time since its inception, any notice or other communication (whether written or, to the Knowledge of Seller or the Acquired Companies, oral) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.
(b) Part 3.14 of the Disclosure Letter contains a complete and accurate list of each Governmental Authorization that is reasonably likely held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, any Acquired Company. Each Governmental Authorization listed or required to be listed in Part 3.14 of the Disclosure Letter is valid and in full force and effect. Except as set forth in Part 3.14 of the Disclosure Letter:
(i) each Acquired Company is, and at all times since inception has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.14 of the Disclosure Letter;
(ii) to the Knowledge of Seller and the Acquired Companies, no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, of or a failure on the part to comply with any term or requirement of any Longhorn Entity Governmental Authorization listed or required to comply withbe listed in Part 3.14 of the Disclosure Letter, any material Permits or (iiB) result directly or indirectly in the revocation, withdrawal, suspension, cancellation cancellation, or termination of, or any modification to, any material PermitGovernmental Authorization listed or required to be listed in Part 3.14 of the Disclosure Letter;
(iii) no Acquired Company has received, at any time since inception, any notice or other communication (whether written or, to the Knowledge of Seller and the Acquired Companies, oral) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and
(iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Part 3.14 of the Disclosure Letter have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies.
Appears in 1 contract
Compliance with Legal Requirements; Governmental Authorizations. To the Knowledge of the Acquired Companies:
(a) Other than with respect to laws concerning Taxes (which are addressed except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section Schedule 3.14)::
(i) each Longhorn Entity Acquired Company is, and at all times since January 1, 2010 has been, in substantial compliance in all material respects with each material Legal Requirement that is or was applicable to itit or to the conduct or operation of its business or the ownership or use of any of its assets;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a material violation by either Acquired Company of, or a failure on the part of either Acquired Company to comply substantially with, any material Legal Requirement, or (B) may give rise to any material obligation imposed by any Legal Requirement on the part of either Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and
(iii) neither Acquired Company has received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of either Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature;
(b) Schedule 3.14 contains a complete and accurate list of each Governmental Authorization (other than those applicable to businesses generally) that is reasonably likely held by either Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, either Acquired Company; each Governmental Authorization listed or required to be listed in Schedule 3.14 is valid and in full force and effect; except as set forth in Schedule 3.14:
(i) each Acquired Company is, and at all times has been, in substantial compliance with all of the material terms and requirements of each Governmental Authorization identified or required to be identified in Schedule 3.14;
(ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, of or a failure on the part to comply substantially with any material term or requirement of any Longhorn Entity Governmental Authorization listed or required to comply withbe listed in Schedule 3.14, any material Permits or (iiB) result directly or indirectly in the revocation, withdrawal, suspension, cancellation cancellation, or termination of, or any material modification to, any material PermitGovernmental Authorization listed or required to be listed in Schedule 3.14;
(iii) neither Acquired Company has received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and
(iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Schedule 3.14 have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies; and
(c) the Governmental Authorizations listed in Schedule 3.14 collectively constitute all of the Governmental Authorizations necessary to permit the Acquired Companies to lawfully conduct and operate their businesses in the manner they currently conduct and operate such businesses and to permit the Acquired Companies to own and use their assets in the manner in which they currently own and use such assets.
Appears in 1 contract
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):
Schedule 3.7(a): (i) each Longhorn Entity is, the Sellers and at all times since January 1, 2010 has been, in compliance the Companies have complied in all material respects with each Legal Requirement that is or was applicable to it;
it or to the conduct or operation of the Business, or the ownership or use of any of the assets of the Acquired Enterprise; (ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of SellerSellers’ Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute or result in a material violation by Sellers or the Companies of, or a failure on the part of the Sellers or the Companies to comply with, any material Legal Requirement in the conduct of the operation of the Business; and (iii) neither the Sellers nor the Companies have received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, or potential violation of, or failure to comply with, any material Legal Requirement in the conduct of the operation of the Business.
(b) Schedule 3.7(b) contains a complete and accurate list of each Governmental Authorization that is reasonably likely held by the Sellers and the Companies with respect to the Acquired Enterprise. Each Governmental Authorization listed or required to be listed in Schedule 3.7(b) is valid and in full force and effect. Except as set forth in Schedule 3.7(b): (i) the Sellers and the Companies have complied in all material respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Schedule 3.7(b); (ii) to the Sellers’ Knowledge, no event has occurred or circumstance exists that may (with or without notice or lapse of time) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, of or a failure on the part to comply with any term or requirement of any Longhorn Entity Governmental Authorization listed or required to be listed in Schedule 3.7(b); and (iii) neither the Sellers nor the Companies have received any notice or other communication (whether oral or written) from any Governmental Body regarding any actual, alleged, possible, or potential violation of or failure to comply with, with any term or requirement of any material Permits or (ii) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material PermitGovernmental Authorization.
Appears in 1 contract
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14Schedule 3.16(a):
(i) each Longhorn Entity is, the Company is and at all times since January 1, 2010 its organization has been, been in full compliance in all material respects with each Legal Requirement that is or was applicable to itit or to the conduct or operation of its Business or the ownership or use of any of its Assets and Properties;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by the Company of or failure on the part of the Company to comply with any Legal Requirement, or (B) may give rise to any obligation on the part of the Company to undertake or to bear all or any portion of the cost of any remedial action of any nature; and
(iii) the Company has not received any written or oral notice or other communication from any Governmental Authority or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any Legal Requirement or (B) any actual, alleged, possible, or potential obligation on the part of the Company to undertake or to bear all or any portion of the cost of any remedial action of any nature.
(b) The Company has provided to Parent a true and correct copy of each Governmental Authorization set forth on Schedule 3.16(b), which contains a complete and accurate list of each Governmental Authorization that is reasonably likely held by the Company or that otherwise relates to the Business of or to any of the Assets and Properties owned or used by the Company. Each Governmental Authorization listed or required to be listed on Schedule 3.16(b) is valid and is in full force and effect. The Governmental Authorizations listed on Schedule 3.16(b) collectively constitute all of the Governmental Authorizations that are necessary to permit the Company to conduct and operate its Business in material compliance with all Legal Requirements and in the manner it currently conducts and operates such Business and to permit the Company to own and use its assets in the manner in which it currently owns and uses such assets. Except as set forth on Schedule 3.16(b):
(i) the Company is and at all times has been in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified on Schedule 3.16(b);
(ii) no additional Governmental Authorizations will be required by virtue of the execution and delivery of this Agreement and the consummation of the Contemplated Transactions to enable the Company to continue to conduct its Business as now operated;
(iii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, of or a failure on the part to comply with any term or requirement of any Longhorn Entity Governmental Authorization listed or required to comply withbe listed on Schedule 3.16(b), any material Permits or (iiB) result directly or indirectly in the revocation, withdrawal, suspension, cancellation cancellation, or termination of or any modification to any Governmental Authorization listed or required to be listed on Schedule 3.16(b);
(iv) the Company has not received any written or oral notice or other communication from any Governmental Authority or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any modification toGovernmental Authorization; and
(v) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed on Schedule 3.16(b) have been duly filed on a timely basis with the appropriate Governmental Authority, any material Permitand all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Authority.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Crdentia Corp)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):Part 3.14 of the Disclosure Letter:
(i) each Longhorn Entity Acquired Company is, and at all times since January 1, 2010 2005 has been, in full compliance in all material respects with each Legal Requirement that is or was applicable to itit or to the conduct or operation of its business or the ownership or use of any of its assets, except where the failure to be in compliance would not have a material adverse effect on the operations or assets of the Company;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) is reasonably likely to (iA) may constitute or result directly or indirectly in a material violation by any Longhorn Entity Acquired Company of, or a failure on the part of any Longhorn Entity Acquired Company to comply with, any material Permits Legal Requirement, or (B) may give rise to any obligation on the part of any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and
(iii) no Acquired Company has received, at any time since January 1, 2005, any written notice or other written communication from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.
(b) Part 3.14 of the Disclosure Letter contains a complete and accurate list of each Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, any Acquired Company. Each Governmental Authorization listed or required to be listed in Part 3.14 of the Disclosure Letter is valid and in full force and effect. Except as set forth in Part 3.14 of the Disclosure Letter:
(i) each Acquired Company is, and at all times since January 1, 2005, has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.14 of the Disclosure Letter, except where the failure to be in compliance would not have a material adverse effect on the operations or assets of the Company;
(ii) to Seller’s Knowledge no event has occurred or circumstance exists that may (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 term or requirement of any Governmental Authorization listed or required to be listed in Part 3.14 of the Disclosure Letter, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation cancellation, or termination of, or any modification to, any material PermitGovernmental Authorization listed or required to be listed in Part 3.14 of the Disclosure Letter;
(iii) no Acquired Company has received, at any time since January, 2005, any written notice or other written communication from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and
(iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Part 3.14 of the Disclosure Letter have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Part 3.14 of the Disclosure Letter collectively constitute all of the Governmental Authorizations necessary to permit the Acquired Companies to lawfully conduct and operate their businesses in the manner they currently conduct and operate such businesses and to permit the Acquired Companies to own and use their assets in the manner in which they currently own and use such assets.
Appears in 1 contract
Samples: Stock Purchase Agreement (Allis Chalmers Energy Inc.)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14Part 3.17(a):
(i) each Longhorn Entity isSellers and Foreign Subsidiaries are, and at all times since January 1, 2010 has 2010, have been, in full compliance in all material respects with each Legal Requirement that is or was applicable to itthem or to the conduct or operation of their business or the ownership or use of any of their assets;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by any Seller or any Foreign Subsidiary of, or a failure on the part of such Seller or Foreign Subsidiary to comply with, any Legal Requirement or (B) may give rise to any obligation on the part of such Seller or Foreign Subsidiary to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and
(iii) No Seller and no Foreign Subsidiary has received, at any time since January 1, 2010, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of, or failure to comply with, any Legal Requirement or (B) any actual, alleged, possible or potential obligation on the part of any Seller or any Foreign Subsidiary to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.
(b) Part 3.17(b) contains a complete and accurate list of each Governmental Authorization that is reasonably likely held by each Seller and each Foreign Subsidiary or that otherwise relates to such Seller’s or Foreign Subsidiary’s business or the Assets. Each Governmental Authorization listed or required to be listed in Part 3.17(b) is valid and in full force and effect. Except as set forth in Part 3.17(b):
(i) each Seller and each Foreign Subsidiary is, and at all times since January 1, 2010, has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.17(b);
(ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, of or a failure on the part to comply with any term or requirement of any Longhorn Entity Governmental Authorization listed or required to comply with, any material Permits be listed in Part 3.17(b) or (iiB) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material PermitGovernmental Authorization listed or required to be listed in Part 3.17(b);
(iii) no Seller and no Foreign Subsidiary has received, at any time since January 1, 2010, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of or modification to any Governmental Authorization; and
(iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Part 3.17(b) have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Part 3.17(b) collectively constitute all of the Governmental Authorizations necessary to permit any Seller or any Foreign Subsidiary to lawfully conduct and operate its business in the manner in which it currently conducts and operates such business and to permit such Seller or such Foreign Subsidiary to own and use its assets in the manner in which it currently owns and uses such assets.
Appears in 1 contract
Compliance with Legal Requirements; Governmental Authorizations. Schedule 3.11 contains a complete and accurate list and copy of the licenses of Southern Mutual to transact insurance in a state and each other material license, permit and other authorization held by Southern Mutual in the operation of its business. Except as set forth in Schedule 3.10:
(a) Other than with respect to laws concerning Taxes (which are addressed in Section 3.9)To the Knowledge of Southern Mutual, laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):
(i) each Longhorn Entity Southern Mutual is, and at all times since January 1, 2010 2004 has been, in compliance in all material respects with each Legal Requirement the Georgia Insurance Code, and all other Laws that is or was are applicable to it;it or to the conduct or operation of its business or the ownership or use of any of its Assets.
(iib) To the Knowledge of Southern Mutual, no event has occurred or circumstance exists (that with or without notice or lapse of timetime (i) (A) that is reasonably likely to may constitute or result in a material violation by any Longhorn Entity Southern Mutual of, or a material failure on the part of any Longhorn Entity Southern Mutual to comply with, any Legal Requirement applicable to it Law in any material respect or (Bii) that is reasonably likely to may give rise to any material obligation on the part of Southern Mutual to undertake, or to bear all or any Longhorn Entity; andportion of the cost of, any remedial action of any nature.
(iiic) no Longhorn Entity Southern Mutual has not received, at any time since January 1, 20102004, any oral or written or other notice or other communication from any Governmental Entity or any other Person regarding (Ai) any actual actual, alleged, possible or alleged potential violation of, or failure to comply with, any Legal Requirement applicable it Law in any material respect or (Bii) any actual actual, alleged, possible or alleged potential material obligation that may give rise on the part of Southern Mutual to undertake, or to bear all or any Longhorn Entityportion of the cost of, any material remedial action of any nature.
(bd) Except as set forth on Schedule 3.11(b), each Longhorn Entity Southern Mutual possesses all material Licenses, Permits and other authorizations necessary to own or lease and operate its properties and to conduct its business as now conducted and, to the Knowledge of Southern Mutual, each of Southern Mutual’s agents is duly licensed as such. All of such Licenses, Permits and authorizations of Southern Mutual and such agents’ appointments are hereinafter collectively called the “Permits, all such material .” All Permits are in full force and effecteffect and will continue in effect after the date hereof and the Closing Date without the consent, approval or act of, or the making of any filing with, any Governmental Entity other than the Required Filings and each Longhorn Entity is Approvals. To the Knowledge of Southern Mutual, Southern Mutual is, and at all times since January 1, 2010 2004 has been been, in material compliance in all material respects with all material Permitsterms and requirements of each Permit. No Longhorn Entity has received any notice Neither Southern Mutual nor, to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of SellerSouthern Mutual, no event has occurred or circumstance exists that (with or without notice or lapse any of time) is reasonably likely to (i) constitute or result directly or indirectly Southern Mutual’s agents are in a material violation by any Longhorn Entity of, or a failure on of the part terms of any Longhorn Entity Permit, and Southern Mutual has not received notice of any violation or claimed violation thereunder. All applications required to comply withhave been filed for the renewal of any and all Permits have been duly filed on a timely basis with the appropriate Governmental Entity, any material and all other filings required to have been made with such Governmental Entities with respect to the Permits or (ii) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permithave been duly made on a timely basis.
Appears in 1 contract
Samples: Surplus Note Purchase Agreement (Donegal Group Inc)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14Schedule 3.20(a):
(i) each Longhorn Entity Each of the Company and the Company Subsidiaries is, and at all times since January 1June 23, 2010 2004 has been, in full compliance in all material respects with each Legal Requirement Law that is or was applicable to itit or to the conduct or operation of its business or the ownership or use of any of its assets;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by the Company or any of the Company Subsidiaries of, or a failure on the part of the Company or any of the Company Subsidiaries to comply with, any Law, or (B) may give rise to any obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and
(iii) none of Seller, the Company or any of the Company Subsidiaries has received, at any time since June 23, 2004, any notice or other communication (whether oral or written) from any Governmental Authority or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Law, or (B) any actual, alleged, possible, or potential obligation on the part of the Company or any of the Company Subsidiaries to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.
(b) Schedule 3.20(b) contains a complete and accurate list of each Governmental Authorization that is reasonably likely held by the Company and the Company Subsidiaries or that otherwise relates to the business of, or to any of the assets owned or used by, any of them. With respect to the Governmental Authorizations listed or required to be listed:
(i) each is valid and in full force and effect.
(ii) collectively, they constitute all of the Governmental Authorizations necessary to permit each of the Company and the Company Subsidiaries to lawfully conduct and operate its business in the manner currently conducted and to permit each of the Company and the Company Subsidiaries to own and use its assets in the manner in which it currently owns and uses such assets.
(iii) each of the Company and the Company Subsidiaries at all times since June 23, 2004 has been in full compliance with all of the terms and requirements of each Governmental Authorization;
(iv) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, of or a failure on the part to comply with any term or requirement of any Longhorn Entity Governmental Authorization required to comply withbe listed in Schedule 3.20(b), any material Permits or (iiB) result directly or indirectly in the revocation, withdrawal, suspension, cancellation cancellation, or termination of, or any modification to, any material PermitGovernmental Authorization;
(v) except as listed on Schedule 3.20(b)(v), none of Seller, the Company or any of the Company Subsidiaries has received, at any time since June 23, 2004, any notice or other communication (whether oral or written) from any Governmental Authority or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and
(vi) all applications required to have been filed for the renewal of the Governmental Authorizations required to be listed in Schedule 3.20(b) 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 such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Authority.
Appears in 1 contract
Samples: Purchase Agreement (General Environmental Management, Inc)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):Part 2.15 of the Disclosure Schedule:
(i) each Longhorn Entity To the Knowledge of Stockholders and Xxxx, Xxxx is, and at all times since January 1, 2010 1993 has been, in compliance in all material respects with each Legal Requirement that is or was applicable to itit or to the conduct or operation of its business or the ownership or use of any of its assets;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of SellerStockholders and Xxxx, no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by Xxxx of, or a failure on the part of Xxxx to comply with, any Legal Requirement, or (B) may give rise to any obligation on the part of Xxxx to undertake, or to bear all or any portion of the cost of, any remedial action of any nature, in either case which would reasonably be anticipated to result in a Material Adverse Change; and
(iii) Xxxx has not received, at any time since January 1, 1993, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged, possible or potential obligation on the part of Xxxx to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.
(b) Part 2.15 of the Disclosure Schedule contains a complete and accurate list of each Governmental Authorization that is reasonably likely held by Xxxx or that otherwise relates to the business of, or to any of the assets owned or used by, Xxxx. Each Governmental Authorization listed or required to be listed in Part 2.15 of the Disclosure Schedule is in full force and effect. Except as set forth in Part 2.15 of the Disclosure Schedule:
(i) to the Knowledge of Stockholders and Xxxx, Xxxx is, and at all times since January 1, 1993 has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 2.15 of the Disclosure Schedule, except where the failure to comply has not caused, and would not reasonably be anticipated to cause, a Material Adverse Change;
(ii) to the Knowledge of Stockholders and Xxxx, no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, of or a failure on the part to comply with any term or requirement of any Longhorn Entity Governmental Authorization listed or required to comply withbe listed in Part 2.15 of the Disclosure Schedule, any material Permits or (iiB) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material PermitGovernmental Authorization listed or required to be listed in Part 2.15 of the Disclosure Schedule, in either case which could reasonably be anticipated to cause a Material Adverse Change;
(iii) Xxxx has not received, at any time since January 1, 1993, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Governmental Authorization; and
(iv) except as otherwise set forth on Part 2.15 of the Disclosure Schedule, all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Part 2.15 of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies.
(c) The Governmental Authorizations listed in Part 2.15 of the Disclosure Schedule collectively constitute all of the Governmental Authorizations necessary to permit Xxxx to conduct and operate its business lawfully in the manner it currently conducts and operates such business and to permit Xxxx to own and use its assets in the manner in which it currently owns and uses such assets.
Appears in 1 contract
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9)Schedule 3.14 of Sellers’ Disclosure Schedules, laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):
(i) each Longhorn Entity RHL is, and at all times since January 1, 2010 2000 has been, in material compliance in all material respects with each Legal Requirement that is or was applicable to it;
it or to the conduct or operation of its business or the ownership or use of any of its assets; (ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of SellerSellers, no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a material violation by RHL of, or a failure on the part of RHL to materially comply with, any Legal Requirement, or (B) may give rise to any obligation on the part of RHL to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (iii) RHL has not received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of RHL to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.
(b) Schedule 3.14 of Sellers’ Disclosure Schedules contains a complete and accurate list of each Governmental Authorization that is reasonably likely held by RHL or that otherwise relates to the business of, or to any of the assets owned or used by, RHL. Each Governmental Authorization listed or required to be listed on Schedule 3.14 of Sellers’ Disclosure Schedules is valid and in full force and effect. Except as set forth in Schedule 3.14 of Sellers’ Disclosure Schedules, (i) RHL is in material compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Schedule 3.14 of Sellers’ Disclosure Schedules; (ii) to the Knowledge of Sellers, no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, of or a failure on the part to materially comply with any term or requirement of any Longhorn Entity Governmental Authorization listed or required to comply withbe listed in Schedule 3.14 of Sellers’ Disclosure Schedules, any material Permits or (iiB) result directly or indirectly in the revocation, withdrawal, suspension, cancellation cancellation, or termination of, or any modification to, any material PermitGovernmental Authorization listed or required to be listed in Schedule 3.14 of Sellers’ Disclosure Schedules; (iii) RHL has not received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Schedule 3.14 of Sellers’ Disclosure Schedules have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies.
(c) The Governmental Authorizations listed in Schedule 3.14 of Sellers’ Disclosure Schedules collectively constitute all of the Governmental Authorizations necessary to permit RHL to lawfully conduct and operate its business in the manner it currently conducts and operates such business and to permit RHL to own and use its assets in the manner in which it currently owns and uses such assets.
Appears in 1 contract
Samples: Stock Purchase Agreement (Natural Alternatives International Inc)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed 3.14.1. Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):
Schedule 3.14 (i) each Longhorn Entity isthe Company and its Subsidiaries are, and at all times since January 1, 2010 has 1997 have been, in full compliance in all material respects with each Legal Requirement that is or was applicable to it;
them or to the conduct or operation of their business or the ownership or use of any of their assets, except for such non-compliance which would not have a Material Adverse Effect and (ii) no event has occurred or circumstance exists (with or without notice or lapse neither the Company nor any of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has its Subsidiaries have received, at any time since January 1, 20101997, any written or other notice or other communication (whether oral or written) from any Governmental Entity Body or any other Person regarding (A) any actual actual, alleged, possible, or alleged potential violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entityexcept for such notices and communications which could not have a Material Adverse Effect.
(b) Except 3.14.2. The Company and each Subsidiary has all Governmental Authorizations necessary to permit the Company and its Subsidiaries to lawfully conduct and operate their business as set forth on Schedule 3.11(b)currently conducted and as approved by the Board to be conducted in the future, except for such authorizations, the failure to possess which would not have a Material Adverse Effect. The Company and its Subsidiaries are and have been in full compliance with all of the terms and requirements of each Longhorn Entity possesses all material PermitsGovernmental Authorization that is held by the Company and its Subsidiaries or that otherwise relates to the business of the Company and its Subsidiaries as presently conducted and as approved by the Board to be conducted in the future, all or to any of the assets owned or used by the Company and its Subsidiaries, except for such material Permits are non-compliance which would not have a Material Adverse Effect. Each Governmental Authorization referred to in the foregoing sentence is valid and in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) is reasonably likely to (i) may constitute or result directly or indirectly in a material violation by any Longhorn Entity of, of or a failure on the part to comply with any term or requirement of any Longhorn Entity to comply with, any material Permits such Governmental Authorization or (ii) result directly or indirectly in the revocation, withdrawal, suspension, cancellation non-renewal, cancellation, or termination of, or any modification to, any material Permitsuch Governmental Authorization and no notice has been received by the Company or any Subsidiary with respect to the foregoing, other than those events, circumstances or notices which would not have a Material Adverse Effect. To the best knowledge of the Company, the Company and its Subsidiaries can obtain all such renewals and Governmental Authorizations on a timely basis as needed for their respective operations and business, other than those the failure of which to be obtained could not have a Material Adverse Effect.
Appears in 1 contract
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14Part 3.7(a):
(i) each Longhorn Entity isSeller has not received written notice of any violation of any Legal Requirement, and at all times since January 1nor is the Seller in default with respect to any Order, 2010 has been, in compliance in all material respects with each Legal Requirement that is or was applicable to itthe Assets;
(ii) To the Knowledge of Seller, no event has occurred or circumstance exists with respect to the Assets that (with or without notice or lapse of time) (A) that is reasonably likely to may constitute or result in a material violation by any Longhorn Entity Seller of, or a material failure on the part of any Longhorn Entity Seller to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to may give rise to any material obligation on the part of Seller to undertake, or to bear all or any Longhorn Entityportion of the cost of, any remedial action of any nature other than reclamation obligations in the Ordinary Course of Business of Seller and Shareholder; and
(iii) no Longhorn Entity Seller has received, at any time since January 1, 2010, not received any written or other notice or other communication from any Governmental Entity Body or any other Person with respect to the Assets regarding (A) any actual actual, alleged, possible or alleged potential material violation of, or material failure to comply with, any Legal Requirement applicable it or (B) any actual actual, alleged, possible or alleged material potential obligation on the part of Seller to undertake, or to bear all or any Longhorn Entityportion of the cost of, any remedial action of any nature other than notices of violation which have been abated in the Ordinary Course of Business.
(b) Except as set forth Part 3.7(b) contains a complete and accurate list of each Governmental Authorization that is held by Seller related to the Assets, Facilities, Improvements, preparation plant and mines on Schedule 3.11(b)the Real Property, each Longhorn Entity possesses whether such mines are currently active or not, and such Governmental Authorizations are all material Permits, all such material Permits are of the Governmental Authorizations needed to conduct the business currently being conducted on the Real Property and needed to conduct the business operated on the Real Property in the past Twenty-Four (24) months. Each Governmental Authorization listed or required to be listed in Part 3.7(b) is valid and in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been . Except as set forth in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of Part 3.7(b):
(i) any actual To the Knowledge of Seller, Seller is in material compliance with all of the terms and requirements of each Governmental Authorization identified or alleged material violation of, or failure required to comply with, any material Permits or be identified in Part 3.7(b);
(ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that may (with or without notice or lapse of time) is reasonably likely to (iA) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, of or a failure on the part to comply with any term or requirement of any Longhorn Entity Governmental Authorization listed or required to comply with, any material Permits be listed in Part 3.7(b) or (iiB) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Part 3.7(b);
(iii) Seller has not received any written notice or, to the Knowledge of Seller, other communication from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential material Permitviolation of or failure to comply with any term or requirement of any Governmental Authorization or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of or modification to any Governmental Authorization; and
(iv) All applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Part 3.7(b) have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Part 3.7(b) collectively constitute all of the Governmental Authorizations necessary to permit Seller to lawfully conduct and operate its coal mining business and the preparation plant on the Real Property in the manner in which it currently conducts and operates such business and to permit Seller to own and use the Assets in the manner in which they currently own and use such assets. The Seller has posted and maintained in full force and effect all surety bonds, reclamation bonds, letters of credit and similar instruments required by such Permits, which such amounts and types of collateral are set forth on Part 3.7(b). Part 3.7(b) also includes a description of the permitted property or facility covered by each Governmental Authorization.
Appears in 1 contract
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14Schedule 3.14(a):
(i) each Longhorn Entity isSeller is and, and at all times since January 1during the two-year period preceding the date of this Agreement, 2010 has been, in compliance in all material respects with each Legal Requirement that is or was applicable to itit or to the conduct or operation of the Business or the ownership or use of any of the Assets;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller’s Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by Seller of, or a failure on the part of Seller to comply with, any Legal Requirement in connection with Seller’s operation of the Business or ownership or use of the Assets, or (B) may give rise to any obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature in connection with Seller’s operation of the Business or ownership or use of the Assets; and
(iii) during the two-year period preceding the date of this Agreement, Seller has not received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of, or failure to comply with, any Legal Requirement in connection with Seller’s operation of the Business or ownership or use of the Assets, or (B) any actual, alleged, possible or potential obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature in connection with Seller’s operation of the Business or ownership or use of the Assets.
(b) Schedule 3.14(b) contains a complete and accurate list of each Governmental Authorization that is reasonably likely held by Seller and relates to the Business or the Assets. Except as set forth in Schedule 3.14(b), each Governmental Authorization listed or required to be listed in Schedule 3.14(b) is valid and in full force and effect. Except as set forth in Schedule 3.14(b):
(i) Seller is and, during the two-year period preceding the date of this Agreement, has been, in compliance in all material respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Schedule 3.14(b);
(ii) to Seller’s Knowledge, no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, of or a failure on the part to comply with any term or requirement of any Longhorn Entity Governmental Authorization listed or required to comply with, any material Permits be listed in Schedule 3.14(b) or (iiB) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material PermitGovernmental Authorization listed or required to be listed in Schedule 3.14(b);
(iii) during the two-year period preceding the date of this Agreement, Seller has not received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Schedule 3.14(b) or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of or modification to any Governmental Authorization listed or required to be listed in Schedule 3.14(b); and
(iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Schedule 3.14(b) have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other material filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Schedule 3.14(b) collectively constitute all of the Governmental Authorizations necessary to permit Seller to lawfully conduct and operate the Business in the manner in which it currently conducts and operates the Business and to permit Seller to own and use the Assets in the manner in which it currently owns and uses the Assets.
Appears in 1 contract
Samples: Asset Purchase Agreement (Insight Health Services Holdings Corp)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):3.19(a) of the Company Disclosure Schedule:
(i) each Longhorn Entity is, and at all times since January 1, 2010 has been, the Company is in compliance in all material respects with each Legal Requirement that is or was applicable to itit or to the conduct or operation of the Business of the Company or the ownership or use of any of its Assets and Properties;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that HIP, LLC is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice each Legal Requirement that is or was applicable to it or to the effect that, conduct or otherwise been advised operation of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit the Business of the Company or the commencement ownership or threatened commencement use of any proceeding to do any of the foregoing. To the Knowledge of Seller, its Assets and Properties;
(iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by the Company or HIP, LLC of, or failure on the part of the Company or HIP, LLC to comply with, any Legal Requirement, or (B) may give rise to any obligation on the part of the Company or HIP, LLC to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and
(iv) neither the Company nor HIP, LLC has received any notice or other communication (whether oral or written) from any Governmental or Regulatory Authority or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of the Company or HIP, LLC to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.
(b) Section 3.19(b) of the Company Disclosure Schedule contains a complete and accurate list of each material Governmental Authorization that is reasonably likely held by the Company or HIP, LLC or that otherwise relates to the Business of the Company, or to any of the Assets and Properties owned or used by the Company or HIP, LLC. Each Governmental Authorization listed or required to be listed in Section 3.19(b) of the Company Disclosure Schedule is valid and is in full force and effect. Except as set forth on Section 3.19(b) of the Company Disclosure Schedule:
(i) each of the Company and HIP, LLC is in compliance in all material respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Section 3.19(b) of the Company Disclosure Schedule;
(ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, of or a failure on the part to comply with any term or requirement of any Longhorn Entity Governmental Authorization listed or required to comply withbe listed in Section 3.19(b) of the Company Disclosure Schedule, any material Permits or (iiB) result directly or indirectly in the revocation, withdrawal, suspension, cancellation cancellation, or termination of, or any modification to, any material PermitGovernmental Authorization listed or required to be listed in Section 3.19(b) of the Company Disclosure Schedule;
(iii) neither the Company nor HIP, LLC have received any notice or other communication (whether oral or written) from any Governmental or Regulatory Authority or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and Exhibit 10.31
(iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Section 3.19(b) of the Company Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental or Regulatory Authority, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental or Regulatory Authority. The Governmental Authorizations listed in Section 3.19(b) of the Company Disclosure Schedule collectively constitute all of the Governmental Authorizations necessary to permit the Company and HIP, LLC (i) to lawfully conduct and operate the Business of the Company in the manner they currently conduct and operate such business and (ii) to own and use their Assets and Properties in the manner in which they currently own and use such Assets and Properties.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Crdentia Corp)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14Schedule 4.12(a):
(i) each Longhorn Entity is, and Buyer has at all times since January 1, 2010 has been, been in compliance in all material respects with each Legal Requirement that is or was applicable to itit or the conduct of its business or the ownership or use of any of its assets;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) is reasonably likely to (iA) could constitute or result directly or indirectly in a material violation by any Longhorn Entity Buyer of, or a failure on the part of any Longhorn Entity Buyer to comply with, any material Permits Legal Requirement, or (B) could give rise to any obligation on the part of Buyer to undertake, or to bear all or any portion of the cost of, any remedial action;
(iii) Buyer has not received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged, or potential obligation on the part of any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action; and
(iv) no proposed Legal Requirement could have an adverse consequence on Buyer or could require an expenditure of $50,000 or more by Buyer to comply with such Legal Requirement.
(b) Schedule 4.12(b) lists each Governmental Authorization that is held by Buyer or that otherwise relates to the business of, or to any assets owned or used by, any Acquired Company. Each Governmental Authorization listed in Schedule 4.12(b) is valid and in full force and effect. Except as set forth in Schedule 4.12(b):
(i) Buyer has at all times been in compliance with each Governmental Authorization;
(ii) result No event has occurred or circumstance exists that could (with or without notice or lapse of time) (A) constitute or result, directly or indirectly indirectly, in a violation of, or a failure on the part of Buyer to comply with, any Governmental Authorization listed in Schedule 4.12(b), or (B) result, directly or indirectly, in the revocation, withdrawalsuspension, cancellation, termination, or modification of any Governmental Authorization;
(iii) Buyer has not received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, or potential violation of, or failure to comply with, any Governmental Authorization, or (B) any actual, proposed, or potential revocation, suspension, cancellation or termination ofcancellation, termination, or modification of any modification toGovernmental Authorization; and
(iv) All applications required to have been filed for the renewal or reissuance of the Governmental Authorizations listed in Schedule 4.12(b) have been duly filed on a timely basis with the appropriate Governmental Bodies, any material Permitand all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies.
(c) The Governmental Authorizations listed in Schedule 4.12(b) constitute all Governmental Authorizations necessary to permit Buyer lawfully to continue to conduct its business in the manner in which it conducts such business and to own and use its assets in the manner in which it owns and uses such assets.
Appears in 1 contract
Samples: Stock and Membership Interest Exchange Agreement (Coconnect, Inc.)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14Schedule 3.17(a):
(i) each Longhorn Entity Seller is, and at all times since January 1, 2010 2003, has been, in compliance in all material respects compliance, respectively, with each Legal Requirement that is or was applicable to itit or to the conduct or operation of its business or the ownership or use of any of its assets;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) it is reasonably likely reasonable to (i) expect may constitute or result directly or indirectly in a material violation by any Longhorn Entity Seller of, or a failure on the part of any Longhorn Entity Seller to comply with, any material Permits Legal Requirement or (B) may give rise to any obligation on the part of any Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and
(iii) no Seller has received, at any time since January 1, 2003, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of, or failure to comply with, any Legal Requirement or (B) any actual, alleged, possible or potential obligation on the part of any Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.
(b) Schedule 3.17(b) contains a complete and accurate list of each Governmental Authorization that is held by each Seller (with respect to E122, with respect to the Franklin Street Property) or that otherwise relates respectively to any Seller’s respective businesses or the Assets. Each Governmental Authorization listed or required to be listed in Schedule 3.17(b) is valid and in full force and effect. Except as set forth in Schedule 3.17(b):
(i) each Seller is, and at all times since January 1, 2003, has been, in material compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Schedule 3.17(b);
(ii) no event has occurred or circumstance exists that is reasonable to expect (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a violation of or a failure to comply, in all material respects, with any term or requirement of any Governmental Authorization listed or required to be listed in Schedule 3.17(b) or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material PermitGovernmental Authorization listed or required to be listed in Schedule 3.17(b);
(iii) no Seller has received, at any time since January 1, 2003, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of or modification to any Governmental Authorization; and
(iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Schedule 3.17(b) have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies.
(c) Except as set forth on Schedule 3.17(c), all of the Governmental Authorizations will be transferred to Buyer pursuant hereto and as included in the Assets. The Governmental Authorizations listed in Schedule 3.17(b) collectively constitute all of the Governmental Authorizations necessary to permit Sellers to lawfully conduct and operate the Business in the manner in which they currently conduct and operate such Business and to permit Sellers to own and use their respective assets in the manner in which they currently own and use such assets.
Appears in 1 contract
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):Schedule 3.14 of the Disclosure Schedule:
(i) each Longhorn Entity the Company is, and at all times since January 1December 31, 2010 1998 has been, in full compliance in all material respects with each Legal Requirement that is or was applicable to itit or to the conduct or operation of its business or the ownership or use of any of its assets;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) is reasonably likely (A) may constitute or result in a violation by the Company of, or a failure on the part of the Company to comply with, any Legal Requirement, or (B) may give rise to any obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature;
(iii) the Company has not received, at any time since December 31, 1998, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and
(iv) neither of the Sellers, nor any insurance agent employed by the Company, have, at any time in the past five (5) years, had any license denied, suspended or revoked or had imposed upon him any fine, penalty or other disciplinary action.
(b) Each Company holds all Governmental Authorizations necessary to permit the Company to lawfully conduct and operate its business in the manner it currently conducts and operates such business and to permit the Company to own and use its assets in the manner in which it currently owns and uses such assets.
(i) the Company is, and at all times since December 31, 1998 has been, in full compliance with all of the terms and requirements of each Governmental Authorization;
(ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, of or a failure on the part to comply with any term or requirement of any Longhorn Entity to comply withGovernmental Authorization, any material Permits or (iiB) result directly or indirectly in the revocation, withdrawal, suspension, cancellation cancellation, or termination of, or any modification to, any material PermitGovernmental Authorization;
(iii) the Company has not received, at any time since December 31, 1998, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and
(iv) all applications required to have been filed for the renewal of the Governmental Authorizations have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies.
Appears in 1 contract
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):Part 3.12 of the Disclosure Letter:
(i) each Longhorn Entity the Acquired Company is, and at all times since January 1, 2010 2008 has been, in full compliance in all material respects with each material Legal Requirement that is or was applicable to itit or to the conduct or operation of its business or the ownership or use of any of its assets;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by the Acquired Company of, or a failure on the part of the Acquired Company to comply with, any material Legal Requirement, or (B) may give rise to any obligation on the part of the Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and
(iii) the Acquired Company has not received, at any time since January 1, 2008 any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of the Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.
(b) Part 3.12 of the Disclosure Letter contains a complete and accurate list of each Governmental Authorization that is reasonably likely held by the Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, the Acquired Company. Each Governmental Authorization listed or required to be listed in Part 3.12 of the Disclosure Letter is valid and in full force and effect. Except as set forth in Part 3.12 of the Disclosure Letter:
(i) the Acquired Company is, and at all times since January 1, 2008 has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.12 of the Disclosure Letter;
(ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, of or a failure on the part to comply with any term or requirement of any Longhorn Entity Governmental Authorization listed or required to comply withbe listed in Part 3.12 of the Disclosure Letter, any material Permits or (iiB) result directly or indirectly in the revocation, withdrawal, suspension, cancellation cancellation, or termination of, or any modification to, any material PermitGovernmental Authorization listed or required to be listed in Part 3.12 of the Disclosure Letter;
(iii) the Acquired Company has not received, at any time since January 1, 2008, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and
(iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Part 3.12 of the Disclosure Letter have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Part 3.12 of the Disclosure Letter collectively constitute all of the Governmental Authorizations necessary to permit the Acquired Company to lawfully conduct and operate its businesses in the manner currently conducted and operate such businesses and to permit the Acquired Company to own and use its assets in the manner in which they are currently owned and used.
Appears in 1 contract
Samples: Stock Purchase Agreement (Qad Inc)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):Schedule 3.14 or Schedule 3.19:
(i) each Longhorn Entity Acquired Company is, and at all times since January 1, 2010 1998 has been, and the Business has been conducted at all times since January 1, 1998, in full compliance in all material respects with each Legal Requirement that is or was applicable to itit or to the conduct or operation of its business or the ownership or use of any of its assets except for any such failure that would not result in a material adverse effect;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) is reasonably likely to (iA) may constitute or result directly or indirectly in a material violation by the Business or any Longhorn Entity Acquired Company of, or a failure on the part of the Business or any Longhorn Entity Acquired Company to comply with, any Legal Requirement, or (B) may give rise to any obligation on the part of the Company, Seller, any Acquired Company or Buyer to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and
(iii) neither Seller nor any Acquired Company has received at any time since January 1, 1998 any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of, or failure to comply with, any Legal Requirement which would have a material Permits effect on the Business or any Acquired Company, or (B) any actual, alleged or potential obligation on the part of Seller, the Business or any Acquired Company arising under any applicable Legal Requirement to undertake, or to bear any material portion of the cost of, any remedial action of any material nature.
(b) Schedule 3.14 contains a complete and accurate list of each material Governmental Authorization that is required to be held by the Business for its operation or that is otherwise required for the Business or any Acquired Company to own or use any of its assets. Each Governmental Authorization listed or required to be listed in Schedule 3.14 is valid and in full force and effect. Except as set forth in Schedule 3.14 or Schedule 3.19:
(i) all of the material terms and requirements of each Governmental Authorization identified or required to be identified in Schedule 3.14 have been at all required times complied with by the Business and, to the extent applicable, each Acquired Company in all material respects;
(ii) no material event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly in a violation of or indirectly a failure to comply with any material term or requirement of any Governmental Authorization listed or required to be listed in Schedule 3.14, or (B) result in the revocation, withdrawal, suspension, cancellation or termination of, or any material modification to, any Governmental Authorization listed or required to be listed in Schedule 3.14;
(iii) neither Seller nor any Acquired Company has received, at any time since January 1, 1998, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged or potential violation of, or failure to comply with, any material Permitterm or requirement of any Governmental Authorization, or (B) any actual, proposed or potential revocation, withdrawal, suspension, cancellation, termination of or material modification to any Governmental Authorization; and
(iv) all material applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Schedule 3.14 or which are required by or in connection with the Contemplated Transactions have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other material filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Schedule 3.14 collectively constitute all of the Governmental Authorizations necessary to permit the Business to be lawfully conducted in the manner it is currently conducted in all material respects and to permit the Acquired Companies to own and use their assets in the manner in which they currently own and use such assets in all material respects.
Appears in 1 contract
Samples: Share Purchase Agreement (Lennox International Inc)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):Schedule 5.12:
(i) each Longhorn Entity the Subject Company is, and at all times since January 1, 2010 incorporation has been, in compliance in all material respects respects, in compliance with each Legal Requirement that is or was applicable to itit or to the conduct or operation of its business or the ownership or use of any of its assets;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Sellerthe Sellers, no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by the Subject Company of, or a failure on the part of the Subject Company to comply with, any Legal Requirement or (B) may give rise to any obligation on the part of the Subject Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and
(iii) the Subject Company has not received, at any time since incorporation, any written or, to the Knowledge of the Sellers, other notice or other communication from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential material violation of, or material failure to comply with, any Legal Requirement or (B) any actual, alleged, possible or potential material obligation on the part of the Subject Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.
(b) Schedule 5.12 contains a complete and accurate list of each material Governmental Authorization that is reasonably likely held by the Subject Company or that otherwise relates to the business of, or to any of the assets owned or used by, the Subject Company. Each Governmental Authorization listed or required to be listed in Schedule 5.12 is valid and in full force and effect. Except as set forth in Schedule 5.12:
(i) the Subject Company is, and at all times since incorporation, has been, in all material respects, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Schedule 5.12;
(ii) to the Knowledge of the Sellers, no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, of or a failure on the part to comply with any term or requirement of any Longhorn Entity Governmental Authorization listed or required to comply with, any material Permits be listed in Schedule 5.12 or (iiB) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Schedule 5.12;
(iii) the Subject Company has not received, at any time since incorporation, any written or, to the Knowledge of the Sellers, other notice or communication from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential material Permitviolation of or material failure to comply with any term or requirement of any Governmental Authorization or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of or modification to any Governmental Authorization; and
(iv) all material applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Schedule 5.12 have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other material filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Schedule 5.12 collectively constitute all of the material Governmental Authorizations necessary to permit the Subject Company to lawfully conduct and operate its business in the manner it currently conducts and operates such business and to permit the Subject Company to own and use its assets in the manner in which it currently owns and uses such assets.
Appears in 1 contract
Samples: Stock Purchase Agreement (Corporate Staffing Resources Inc)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect Except as set forth in Part 4.13(a) of the Disclosure Letter to laws concerning Taxes (which are addressed in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):the knowledge of Seller:
(i) each Longhorn Entity is, of the Subsidiaries and at all times since January 1, 2010 has been, the operations of the Business are in full compliance in all material respects with each Legal Requirement that is or was applicable to itit except where failure to comply would not individually or in the aggregate have a material adverse effect on the Business as a whole;
(ii) no event has occurred or circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation by Seller or its affiliates (with respect to the Business) or by either of the Subsidiaries of, or a failure to comply with, any Legal Requirement except where failure to comply would not individually or in the aggregate have a material adverse effect on the Business as a whole; and
(iii) neither Seller nor the Subsidiaries have received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding, and Seller has no knowledge of any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement applicable to the Business, or any obligation on the part of Seller (with respect to the Business) or either of the Subsidiaries to undertake, or to bear all or any portion of the cost of, any remedial action of any nature except where failure to comply would not individually or in the aggregate have a material adverse effect on the Business as a whole.
(b) To the knowledge of Seller, the Governmental Authorizations listed in Part 4.13(b) of the Disclosure Letter (the "Seller Governmental Authorizations") collectively constitute all of the Governmental Authorizations necessary to permit each of the Subsidiaries to lawfully conduct and operate the Business in the manner currently conducted and operated except where failure to have Governmental Authorizations would not individually or in the aggregate have a material adverse effect on the Business as a whole. To the knowledge of Seller, each Seller Governmental Authorization is valid and in full force and effect. Except as set forth in Part 4.13(b) of the Disclosure Letter to the knowledge of Seller:
(i) Seller and each Subsidiary is in full compliance with all of the terms and requirements of each Seller Governmental Authorization except where failure to comply would not individually or in the aggregate have a material adverse effect on the Business as a whole;
(ii) no event has occurred or circumstance exists that may reasonably (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, of or a material failure on the part to comply with any term or requirement of any Longhorn Entity to comply withSeller Governmental Authorization, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on result in the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation cancellation, or termination of, or any modification to, any material Permit Seller Governmental Authorization except where such violation, failure or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) is reasonably likely to (i) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, or a failure on the part of any Longhorn Entity to comply with, any material Permits or (ii) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination would not individually or in the aggregate have a material adverse effect on the Business as a whole;
(iii) neither Seller nor the Subsidiaries have received any notice or other written communication from any Governmental Body or any other Person regarding (A) any actual, alleged, or potential violation of or failure to comply with any term or requirement of any Seller Governmental Authorization, or (B) any actual, proposed, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any modification toSeller Governmental Authorization except where such violation, any failure or revocation, withdrawal, suspension, cancellation or termination would not individually or in the aggregate have a material Permitadverse effect on the Business as a whole; and
(iv) all applications required to have been filed for the renewal of Seller Governmental Authorizations have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Seller Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies except where failure to so file would not individually or in the aggregate have a material adverse effect on the Business as a whole.
Appears in 1 contract
Samples: Purchase and Sale Agreement (K Tel International Inc)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than Seller is in material compliance with all applicable Legal Requirements and Orders with respect to laws concerning Taxes (which are addressed in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), the ownership and Environmental Laws (which are addressed in Section 3.14):
(i) each Longhorn Entity is, and at all times since January 1, 2010 has been, in compliance in all material respects with each Legal Requirement that is use of the Acquired Assets or was otherwise applicable to it;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn EntitySeller.
(b) Except as set forth on Schedule 3.11(b2.10(b), each Longhorn Entity possesses all since January 1, 2018, (i) Seller has not received any notice from any Governmental Authority or an authorized contractor or representative thereof that alleges or asserts any material Permitsnoncompliance (or that Seller is under investigation or the subject of any inquiry by any such Governmental Authority for such alleged material noncompliance) with any applicable Legal Requirements (including, all such material Permits are in full force and effectwithout limitation, applicable Health Care Laws) or Orders, and each Longhorn Entity (ii) Seller has not entered into any agreement or settlement with any Governmental Authority with respect to any actual or alleged material noncompliance with any applicable Legal Requirements (including, without limitation, applicable Health Care Laws) and applicable Orders. For the avoidance of doubt, Schedule 2.10(b) shall not include correspondence around corrective action plans received by Seller in the Ordinary Course of Business.
(c) Seller meets the requirements for participation in, and receipt of payment from, if applicable, the Programs in which it currently participates and is in material compliance with the terms and conditions of all Contracts between Seller and any Governmental Authority related to a Program. No Passport Subsidiary participates in any Program.
(d) Since January 1, 2016, neither Seller nor, to the Knowledge of Seller, any of their respective officers, directors or employees: (i) has been or is currently suspended, excluded or debarred from contracting with any Governmental Authority or from participating in any Program or is subject to any pending or threatened Proceeding by any Governmental Authority that could result in such suspension, exclusion, or debarment, (ii) has been assessed a civil monetary penalty under the Federal Civil Monetary Penalties Law (42 U.S.C. § 1320a-7a) or any regulation promulgated thereunder; (iii) is or has been a party to a corporate integrity agreement or settlement with the Office of the Inspector General of the U.S. Department of Health and Human Services or the U.S. Department of Justice; or (iv) has been convicted of any criminal offense relating, directly or indirectly, to the delivery of any item or service reimbursable under any Program.
(e) Seller maintains compliance programs designed to meet the requirements of applicable Health Care Laws and applicable compliance program guidance issued by the Office of the Inspector General of the U.S. Department of Health and Human Services.
(f) Except as set forth on Schedule 2.10(f), or as otherwise disclosed to Buyer, neither Seller nor, to the Knowledge of Seller, any of the Seller Employees has committed a violation of federal or state laws regulating health care fraud, including but not limited to the federal Xxxx-Xxxxxxxx Xxx, 00 X.X.X. § 0000x-0x, the Xxxxx I and II Laws, 42 U.S.C. § 1395nn, as amended, and the False Claims Act, 31 U.S.C. § 3729, et seq. Seller is, and at all times since January 1, 2010 2016 has been in material compliance in all material respects with all material Permits. No Longhorn Entity the requirements of HIPAA as of the applicable effective times for such requirements, and Seller has not received any notice written, or to the effect thatKnowledge of the Seller, oral complaint from any Person regarding Seller’s or otherwise been advised any of (i) any actual Seller’s respective agents, employees or alleged material violation contractors’ uses or disclosures of, or failure security practices or security incidents regarding, individually identifiable health related information in violation of applicable Legal Requirements; and (iv) except as set forth on Schedule 2.10(f), with regard to comply withindividually identifiable health information, there have not been any material Permits or (ii) breaches of Seller’s computer systems requiring notification to any actual or alleged revocationindividuals, withdrawalcustomers, suspension, cancellation or termination of, or any modification to, any material Permit Governmental Authorities or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) is reasonably likely to (i) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, or a failure on the part of any Longhorn Entity to comply with, any material Permits or (ii) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permitmedia.
Appears in 1 contract
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14Schedule 3.17(a):
(i) Seller, including each Longhorn Entity Targeted Subsidiary, is, and at all times since January 1December 31, 2010 2004, has been, in full compliance in all material respects with each Legal Requirement that is or was applicable to itit or to the conduct or operation of the Business or the ownership or use of any of the Assets;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by Seller, including each Targeted Subsidiary, of, or a failure on the part of Seller, including each Targeted Subsidiary, to comply with, any Legal Requirement applicable, directly or indirectly, to the Business, any Targeted Subsidiary or the Contemplated Transactions or (B) may give rise to any obligation on the part of Seller, including each Targeted Subsidiary, to undertake, or to bear all or any portion of the cost of, any remedial action of any nature applicable, directly or indirectly, to the Business, any Targeted Subsidiary or the Contemplated Transactions; and
(iii) Seller has not received, at any time since December 31, 2004, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of, or failure to comply with, any Legal Requirement applicable, directly or indirectly, to the Business, any Targeted Subsidiary or the Contemplated Transactions or (B) any actual, alleged, possible or potential obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature applicable, directly or indirectly, to the Business, any Targeted Subsidiary or the Contemplated Transactions.
(b) Schedule 3.17(b) contains a complete and accurate list of each Governmental Authorization that is reasonably likely held by Seller that relates to the Business or the Assets or that is held by any Targeted Subsidiary. Each Governmental Authorization listed or required to be listed in Schedule 3.17(b) is valid and in full force and effect. Except as set forth in Schedule 3.17(b):
(i) Seller and the Targeted Subsidiaries are, and at all times since December 31, 2004, have been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Schedule 3.17(b);
(ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, of or a failure on the part to comply with any term or requirement of any Longhorn Entity Governmental Authorization listed or required to comply with, any material Permits be listed in Schedule 3.17(b) or (iiB) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material PermitGovernmental Authorization listed or required to be listed in Schedule 3.17(b);
(iii) Neither Seller nor any Targeted Subsidiary has received, at any time since December 31, 2004, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of or modification to any Governmental Authorization; and
(iv) The Seller, including each Targeted Subsidiary, has not violated any “Business Associate” agreement presented to Seller or any Targeted Subsidiary, by a “Covered Entity” as such terms are defined in the Standards for Privacy of Individually Identifiable Health Information (45 CFR parts 160 and 164) (the “Privacy Standards”) promulgated pursuant to 45 C.F.R. § 160.103 of the Health Information Portability and Accountability Act of 1996 (“HIPAA”), and to the Seller’s Knowledge, the Seller is not under investigation because of any violation of any business associate agreement presented to Seller or any Targeted Subsidiary by a covered entity as such terms are defined in 45 C.F.R. § 160.103 of HIPAA. The Seller and the Targeted Subsidiaries, have not been, and to the Seller’s Knowledge, none of their respective employees or contractors have been, debarred or excluded or otherwise became ineligible to participate in any state or federal health care program, convicted of a criminal offense related to the provision of healthcare items or services, or under investigation or aware of any circumstance that would give rise to an investigation related to any healthcare services or healthcare program.
(v) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Schedule 3.17(b) have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Schedule 3.17(b) collectively constitute all of the Governmental Authorizations necessary to permit the Targeted Subsidiaries to lawfully conduct and operate the Business prior to, and following, the Effective Time, in the manner in which it currently conducts and operates such business and to permit the Targeted Subsidiaries to own and use the Assets in the manner in which Seller or the Targeted Subsidiaries currently owns and uses such Assets.
Appears in 1 contract
Samples: Stock Purchase Agreement (Proxymed Inc /Ft Lauderdale/)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed A. Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):SCHEDULE 3.14 of the Disclosure Schedule: -------------
(i) each Longhorn Entity Company is, and at all times since January 1December 31, 2010 1992, has been, in full compliance in all material respects with each Legal Requirement that is or was applicable to itit or to the conduct or operation of its business or the ownership or use of any of its assets;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) (1) may constitute or result in a violation by Company of, or a failure on the part of Company to comply with, any Legal Requirement or (2) may give rise to any obligation on the part of Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and
(iii) Company has not received, at any time since December 31, 1992, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (1) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement or (2) any actual, alleged, possible, or potential obligation on the part of Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.
B. SCHEDULE 3.14 of the Disclosure Schedule contains a complete and ------------- accurate list of each Governmental Authorization that is reasonably likely held by Company or that otherwise relates to the business of, or to any of the assets owned or used by, Company. Each Governmental Authorization listed or required to be listed in SCHEDULE 3.14 of the Disclosure Schedule is valid and in full force and effect. ------------- Except as set forth in SCHEDULE 3.14 of the Disclosure Schedule: -------------
(i) Company is, and at all times since December 31, 1992, has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in SCHEDULE -------- 3.14 of the Disclosure Schedule; ----
(ii) No event has occurred or circumstance exists that may (with or without notice or lapse of time) (1) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, of or a failure on the part to comply with any term or requirement of any Longhorn Entity Governmental Authorization listed or required to comply with, any material Permits be listed in SCHEDULE -------- 3.14 of the Disclosure Schedule or (ii2) result directly or indirectly in the ---- revocation, withdrawal, suspension, cancellation cancellation, or termination of, or any modification to, any material PermitGovernmental Authorization listed or required to be listed in SCHEDULE 3.14 of the Disclosure Schedule; -------------
(iii) Company has not received, at any time since December 31, 1992, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (1) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization or (2) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and
(iv) All applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in SCHEDULE 3.14 of the Disclosure Schedule have been duly filed on a timely basis ------------- with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in SCHEDULE 3.14 of the Disclosure ------------- Schedule collectively constitute all of the Governmental Authorizations necessary to permit Company to lawfully conduct and operate their businesses in the manner they currently conduct and operate such businesses and to permit Company to own and use their assets in the manner in which they currently own and use such assets.
Appears in 1 contract
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):Part 4.13 of the Disclosure Letter:
(i) each Longhorn Entity Acquired Company is, and at all times since January 1, 2010 1995 has been, in full compliance in all material respects with each Legal Requirement that is or was applicable to itit or to the conduct or operation of its business or the ownership or use of any of its assets;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) is (A) may reasonably likely be expected to (i) constitute or result directly or indirectly in a material violation by any Longhorn Entity Acquired Company of, or a failure on the part of any Longhorn Entity Acquired Company to comply with, any material Permits Legal Requirement, or (B) may reasonably be expected to give rise to any obligation on the part of any Acquired Company to undertake, or to bear all or any portion of the cost of, any material remedial action of any nature; and
(iii) no Acquired Company has received, at any time since January 1, 1995, any notice or other communication from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any material Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any material remedial action of any nature.
(iv) Each of the Acquired Companies has complied and is in compliance in all material respects with all applicable Occupational Safety and Health Laws, including any and all Legal Requirements promulgated by the Occupational Safety and Health Administration. Each Acquired Company has obtained and complied with, and is in compliance with, in all material respects, all permits, licenses and other authorizations that are required pursuant to any Occupational Safety and Health Law, except for permits, licenses and authorizations, the failure of which to obtain would not cause a Material Adverse Effect. None of the Acquired Companies has received any written or oral notice or report regarding any actual or alleged material violation of any Occupational Safety and Health Law, or any material liabilities or potential material liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to any of the Acquired Companies, the Facilities or the Former Facilities arising under any Occupational Safety and Health Law.
(b) Part 4.13 of the Disclosure Letter contains a list of each Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, any Acquired Company. Each Governmental Authorization listed or required to be listed in Part 4.13 of the Disclosure Letter is valid and in full force and effect. Except as set forth in Part 4.13 of the Disclosure Letter:
(i) each Acquired Company is, and at all times since January 1, 1996 has been, in compliance in all material respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 4.13 of the Disclosure Letter;
(ii) no event has occurred or circumstance exists that may (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 material term or requirement of any Governmental Authorization listed or required to be listed in Part 4.13 of the Disclosure Letter, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Part 4.13 of the Disclosure Letter;
(iii) no Acquired Company has received, at any time since January 1, 1996, any notice or other communication from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any material Permitterm or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and
(iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Part 4.13 of the Disclosure Letter have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other material filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies.
Appears in 1 contract
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), Except as set forth on Schedule 2.6 and Environmental Laws (which are addressed in Section 3.14):except for those violations or failures that would not have a Material Adverse Effect:
(i) each Longhorn Entity isSF Stores (with respect to the Retail Store Business) and AFD (with respect to the Meat Processing business) are, and at all times since January 1, 2010 has 2001, have been, in compliance in all material respects with each Legal Requirement that is or was applicable to iteach of them or to the conduct or operation of the Retail Store Business or the Meat Processing Business, as appropriate, or the ownership or use of any of their respective assets;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time), to the Knowledge of the Seller Parties (A) is reasonably likely to (i) would constitute or result directly or indirectly in a material violation by any Longhorn Entity Sellers of, or a failure on the part of any Longhorn Entity Sellers to comply with, any Legal Requirement applicable to the Retail Store Business or the Meat Processing Business, or (B) give rise to any obligation on the part of Sellers to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and
(iii) Seller Parties have not received, at any time since January 1, 2001, any written notice or other written communication, or to the Knowledge of Seller Parties, any other notice or communication, from any Governmental Body or any other Person regarding (A) any actual, alleged or potential violation of, or failure to comply with, any Legal Requirement applicable to the Retail Store Business or the Meat Processing Business, or (B) any actual, alleged or potential obligation on the part of SF Stores (as it relates to the Retail Store Business) or AFD (as it relates to the Meat Processing Business) to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.
(b) Schedule 2.6(b) contains a complete and accurate list of each material Permits Governmental Authorization that is held by each of the Sellers (with respect to the Retail Store Business or the Meat Processing Business) or that otherwise relates to the Retail Store Business or the Meat Processing Business, or to any of the assets owned or used by Sellers in connection with the Retail Store Business or the Meat Processing Business. Each material Governmental Authorization listed on Schedule 2.6(b) is valid and in full force and effect. Except as set forth on Schedule 2.6(b) and except for those violations or failures that would not have a Material Adverse Effect:
(i) each of SF Stores (with respect to the Retail Store Business) and AFD (with respect to the Meat Processing Business) is, and at all times since January 1, 2001, has been, in compliance in all material respects with all of the terms and requirements of each Governmental Authorization identified on Schedule 2.6(b);
(ii) no event has occurred or circumstance exists that would (with or without notice or lapse of time) (A) constitute or result directly in a violation of or indirectly a failure to comply with any term or requirement of any Governmental Authorization listed on Schedule 2.6(b), or (B) result in the revocation, withdrawal, suspension, cancellation cancellation, or termination of, or any modification to, any material PermitGovernmental Authorization listed or required to be listed on Schedule 2.6(b);
(iii) neither SF Stores (with respect to the Retail Store Business) nor AFD (with respect to the Meat Processing Business) has received, at any time since January 1, 2001, any written notice or other written communication, or to the Knowledge of the Seller Parties, any other notice or communication, from any Governmental Body or any other Person regarding (A) any actual, alleged or potential violation of or failure to comply with any term or requirement of any Governmental Authorization listed on Schedule 2.6(b), or (B) any actual, proposed or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to, any Governmental Authorization listed on Schedule 2.6(b); and
(iv) all applications legally required to have been filed for the renewal of the Governmental Authorizations listed on Schedule 2.6(b) have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed on Schedule 2.6(b) collectively constitute all of the Governmental Authorizations necessary to permit SF Stores to lawfully conduct and operate the Retail Store Business and AFD to lawfully conduct and operate the Meat Processing Business in the manner each currently conducts and operates such business and to permit each of the Sellers (with respect to such business) to own and use their assets in the manner in which they currently own and use such assets.
Appears in 1 contract
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):3.16(a) of the Company Disclosure Schedule:
(i) each Longhorn Entity the Company is, and at all times since January 1, 2010 its incorporation has been, in full compliance in all material respects with each Legal Requirement that is or was applicable to itit or to the conduct or operation of its business or the ownership or use of any of its Assets and Properties;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by the Company of, or failure on the part of the Company to comply with, any Legal Requirement, or (B) may give rise to any obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and
(iii) the Company has not received any notice or other communication (whether oral or written) from any Governmental or Regulatory Authority or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.
(b) Section 3.16(b) of the Company Disclosure Schedule contains a complete and accurate list of each Governmental Authorization that is reasonably likely held by the Company or that otherwise relates to the business of, or to any of the Assets and Properties owned or used by, the Company. Each Governmental Authorization listed or required to be listed in Section 3.16(b) of the Company Disclosure Schedule is valid and is in full force and effect. Except as set forth on Section 3.16(b) of the Company Disclosure Schedule:
(i) the Company is, and at all times has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Section 3.16(b) of the Company Disclosure Schedule;
(ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, of or a failure on the part to comply with any term or requirement of any Longhorn Entity Governmental Authorization listed or required to comply withbe listed in Section 3.16(b) of the Company Disclosure Schedule, any material Permits or (iiB) result directly or indirectly in the revocation, withdrawal, suspension, cancellation cancellation, or termination of, or any modification to, any material PermitGovernmental Authorization listed or required to be listed in Section 3.16(b) of the Company Disclosure Schedule;
(iii) the Company has not received any notice or other communication (whether oral or written) from any Governmental or Regulatory Authority or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and
(iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Section 3.16(b) of the Company Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental or Regulatory Authority, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental or Regulatory Authority. The Governmental Authorizations listed in Section 3.16(b) of the Company Disclosure Schedule collectively constitute all of the Governmental Authorizations necessary to permit the company to lawfully conduct and operate its business in the manner it currently conducts and operates such business and to permit the Company to own and use its assets in the manner in which it currently owns and uses such assets.
Appears in 1 contract
Samples: Merger Agreement (Crdentia Corp)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect Except as set forth in Part 3.14 of the Shareholder's Disclosure Letter and to laws concerning Taxes (which are addressed in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):the Shareholder's Knowledge,
(i) each Longhorn Entity the Company is, and at all times since January 1December 31, 2010 1995 has been, been in substantial compliance in all material respects with each Legal Requirement that is or was applicable to itit or to the conduct or operation of its business or the ownership or use of any of its assets except where the failure to so comply did not have, will not have, and is not reasonably likely to have, an adverse effect on the business, financial condition and results of operation of the Company;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) will, or is reasonably likely to, constitute or result in a violation by the Company of, or a failure on the part of the Company to comply with, any Legal Requirement, or (B) will, or is reasonably likely to, give rise to any obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and
(iii) the Company has not received, at any time since December 31, 1995, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.
(b) Part 3.14 of the Shareholder's Disclosure Letter contains a complete and accurate list of each Governmental Authorization that is held by or has been issued to the Company. Each Governmental Authorization listed or required to be listed in Part 3.14 of the Shareholder's Disclosure Letter is valid and in full force and effect. Except as set forth in Part 3.14 of the Shareholder's Disclosure Letter:
(i) the Company is, and at all times since December 31, 1995, has been, in substantial compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.14 of the Shareholder's Disclosure Letter;
(ii) no event has occurred or circumstance exists that, to the Shareholder's Knowledge, will or is reasonably likely to (iwith or without notice or lapse of time) (A) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, of or a failure on the part to comply with any term or requirement of any Longhorn Entity Governmental Authorization listed or required to comply withbe listed in Part 3.14 of the Shareholder's Disclosure Letter, any material Permits or (iiB) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination ofcancellation, or any modification to, any material Permit.termination
Appears in 1 contract
Samples: Merger Agreement (Packaged Ice Inc)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):SCHEDULE 4.10:
(ib) each Longhorn Entity the Buyer is, and at all times since January 1, 2010 2000 has been, in full compliance in all material respects with each Legal Requirement that is or was applicable to itit or to the conduct or operation of its business or the ownership or use of any of its assets;
(iic) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) is reasonably likely (A) may constitute or result in a violation by the Buyer of, or a failure on the part of the Buyer to comply with, any Legal Requirement, or (iB) may give rise to any obligation on the part of the Buyer to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and
(d) the Buyer has not received, at any time since January 1, 2000, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of the Buyer to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.
(e) the Buyer is, and at all times since January 1, 2000 has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in SCHEDULE 4.10;
(f) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, of or a failure on the part to comply with any term or requirement of any Longhorn Entity Governmental Authorization listed or required to comply withbe listed in SCHEDULE 4.10, any material Permits or (iiB) result directly or indirectly in the revocation, withdrawal, suspension, cancellation cancellation, or termination of, or any modification to, any material PermitGovernmental Authorization listed or required to be listed in SCHEDULE 4.10;
(g) the Buyer has not received, at any time since January 1, 2000, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and
(h) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in SCHEDULE 4.10 have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in SCHEDULE 4.10 collectively constitute all of the Governmental Authorizations necessary to permit the Buyer to lawfully conduct and operate its business in the manner they currently conduct and operate such businesses and to permit the Buyer to own and use its assets in the manner in which it currently owns and uses such assets.
Appears in 1 contract
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):Schedule 5.13:
(i) each Longhorn Entity of MFSC and each of its Subsidiaries is, and at all times since January 1, 2010 1993 has been, in compliance in all material respects respects, in compliance with each Legal Requirement that is or was applicable to itit or to the conduct or operation of its business or the ownership or use of any of its assets;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of SellerMFSC, no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by MFSC or any of its Subsidiaries of, or a failure on the part of MFSC or any of its Subsidiaries to comply with, any Legal Requirement or (B) may give rise to any obligation on the part of MFSC or any of its Subsidiaries to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and
(iii) neither MFSC nor any of its Subsidiaries has received, at any time since January 1, 1993, any written or, to the Knowledge of MFSC, other notice or other communication from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of, or failure to comply with, any Legal Requirement or (B) any actual, alleged, possible or potential obligation on the part of MFSC or any of its Subsidiaries to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.
(b) Schedule 5.13 contains a complete and accurate list of each material Governmental Authorization that is reasonably likely held by MFSC or any of its Subsidiaries or that otherwise relates to the business of, or to any of the assets owned or used by, MFSC or any of its Subsidiaries. Each Governmental Authorization listed or required to be listed in Schedule 5.13 is valid and in full force and effect. Except as set forth in Schedule 5.13:
(i) each of MFSC and each of its Subsidiaries is, and at all times since January 1, 1993, has been, in all material respects, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Schedule 5.13;
(ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, of or a failure on the part to comply with any term or requirement of any Longhorn Entity Governmental Authorization listed or required to comply with, any material Permits be listed in Schedule 5.13 or (iiB) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Schedule 5.13;
(iii) neither MFSC nor any of its Subsidiaries has received, at any time since January 1, 1993, any written or, to the Knowledge of MFSC, other notice or communication from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of or modification to any Governmental Authorization; and
(iv) all material Permitapplications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Schedule 5.13 have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other material filings require to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Schedule 5.13 collectively constitute all of the material Governmental Authorizations necessary to permit MFSC and any of its Subsidiaries to lawfully conduct and operate its business in the manner it currently conducts and operates such business and to permit MFSC and its Subsidiaries to own and use their assets in the manner in which they currently own and use such assets.
Appears in 1 contract
Samples: Merger Agreement (Corporate Staffing Resources Inc)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):
Schedule 7.16.1: (i) each Longhorn Entity is, and at all times since January 1, 2010 has been, Company is in compliance in all material respects with each Legal Requirement that is or was applicable to it;
it or to the conduct or operation of its business or the ownership or use of any of its assets; and (ii) no event Company has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by received any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity Authority or any other Person regarding (A) of any actual event or alleged circumstance which could constitute a violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn EntityRequirement.
(b) Except as set forth on in Schedule 3.11(b), 7.16: (i) each Longhorn Entity possesses all Company is in material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity of the terms and requirements of each Governmental Authorization held by such Company; (ii) no Company has received any notice to the effect thator other communication from any Governmental Authority or other Person of, any event or otherwise been advised of (i) any actual or alleged material circumstance which could constitute a violation of, or failure to comply with, any material Permits term or (ii) requirement of any Governmental Authorization, or of any actual or alleged potential revocation, withdrawal, suspension, cancellation or termination of, or any material modification to, any material Permit or Governmental Authorization; (iii) all applications required to have been filed for the commencement or threatened commencement renewal of any proceeding required Governmental Authorizations have been duly filed on a timely basis with the appropriate Governmental Authorities, and all other filings required to do any have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Authorities; (iv) all Governmental Authorizations of the foregoingCompanies are transferable to the Companies; (v) upon consummation of the transactions contemplated hereby, the Companies will lawfully hold all such Governmental Authorizations; and (vi) none of such Governmental Authorizations will terminate upon consummation of the transactions contemplated hereby. To Except as set forth on Schedule 7.16, each of the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) is reasonably likely to Companies possesses the necessary Governmental Authorizations (i) constitute or result directly or indirectly necessary to permit each Company to lawfully conduct and operate its respective business in a material violation by any Longhorn Entity ofthe manner it currently conducts and operates such business and to permit such Company to own and use its assets in the manner in which it currently owns and uses such assets, or a failure on the part of any Longhorn Entity to comply with, any material Permits or and (ii) result directly necessary to permit each Company, upon the consummation of the transactions contemplated hereby, to lawfully conduct and operate its business and to permit each Company to own and use its assets, where the failure to have such Governmental Authorization would have a material adverse effect on the business, condition (financial or indirectly in otherwise), operations or properties of the revocationCompanies taken as a whole, withdrawal, suspension, cancellation or termination ofBorrower, or any modification to, any material PermitMaterial Subsidiary.
Appears in 1 contract
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):Part 3.15 of the Xxxx Disclosure Letters:
(i) To the Sellers' knowledge, each Longhorn Entity of the Xxxx II Entities and each Owned Hotel is, and at all times since January 1December 31, 2010 1997, has been, in compliance in all material respects with each Legal Requirement Requirement, including, without limitation, the Americans with Disabilities Act and liquor licensing laws, that is or was applicable to itit or to the conduct or operation of its business or the ownership or use of any of its assets;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of SellerSellers' knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) is reasonably likely to (iA) may constitute or result directly or indirectly in a material violation by any Longhorn Xxxx II Entity or any Owned Hotel of, or a failure on the part of any Longhorn Xxxx II Entity or any Owned Hotel to comply with, any material Permits Legal Requirement, or (B) may give rise to any obligation on the part of any Xxxx II Entity or any Owned Hotel to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and
(iii) neither the Xxxx II Entities nor any Owned Hotel has received, at any time since December 31, 1997, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged, possible or potential obligation on the part of either any Xxxx II Entity or any Owned Hotel to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. The foregoing representations and warranties set forth in Section 3.15(a) are not intended to cover those matters specifically addressed by Sections 3.9, 3.13, 3.19 and 3.21.
(b) Part 3.15 of the Xxxx Disclosure Letters contains a complete and accurate list of each Governmental Authorization that is held by each of the Xxxx II Entities or any Owned Hotel or that otherwise relates to the business of, or to any of the assets owned or used by any of the Xxxx II Entities or any Owned Hotel. Each Governmental Authorization listed or required to be listed in Part 3.15 of the Xxxx Disclosure Letters is valid and in full force and effect. Except as set forth in Part 3.15 of the Xxxx Disclosure Letters:
(i) To the Sellers' knowledge, each of the Xxxx II Entities and each Owned Hotel is, and at all times since December 31, 1997 has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.15 of the Xxxx Disclosure Letters;
(ii) To the Sellers' knowledge, no event has occurred or circumstance exists that may (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 term or requirement of any Governmental Authorization listed or required to be listed in Part 3.15 of the Xxxx Disclosure Letters, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Part 3.15 of the Xxxx Disclosure Letters;
(iii) neither any of the Xxxx II Entities nor any Owned Hotel has received, at any time since December 31, 1997, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and
(iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Part 3.15 of the Xxxx Disclosure Letters have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to each Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies, except to the extent noncompliance could not be expected to have a material Permitadverse effect on the Owned Hotels' operations in accordance with past practice.
(c) The Governmental Authorizations listed in Part 3.15 of the Xxxx Disclosure Letters collectively constitute all of the Governmental Authorizations necessary to permit each of the Xxxx II Entities to conduct lawfully and operate their respective businesses, including, without limitation, the ownership and operation of the Owned Hotels, in the manner it currently conducts and operates such businesses and to permit each of the Xxxx II Entities to own and use its assets in the manner in which it currently owns and uses such assets, except to the extent noncompliance could not be expected to have a material adverse effect on the Owned Hotels' operations in accordance with past practice.
(d) Each of the Owned Hotels is in compliance with all federal, state and local zoning, subdivision, use and building codes except to the extent noncompliance could not be expected to have a material adverse effect on the Owned Hotels' operations in accordance with past practice.
Appears in 1 contract
Samples: Asset Purchase and Agreement and Plan of Merger (Janus American Group Inc)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):
(i) each Longhorn Entity N21 is, and at all times since January 1, 2010 its inception has been, in full compliance in all material respects with each Legal Requirement that is or was applicable to it;
(ii) no event has occurred it or circumstance exists (with to the conduct or without notice operation of its business or lapse of time) (A) that is reasonably likely to constitute the ownership or result in a material violation by any Longhorn Entity of, or a material failure on the part use of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entityits assets.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by N21 of, or a failure on the part of N21 to comply with, any Legal Requirement, or (B) may give rise to any obligation on the part of N21 to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.
(c) other than before October 7, 1996 in relation to the FTC Decree, N21 has not received, at any time since its inception, any notice or other communication, whether oral or written, from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of N21 to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. Sellers and N21 have provided Buyer with copies of all documents generated, received or prepared by counsel with respect to all proceedings involving the FTC.
(d) Part 3.13 of the Disclosure Letter contains a complete and accurate list of each Governmental Authorization that is reasonably likely held by N21 or that otherwise relates to the business of, or to any of the assets owned or used by, N21. Each Governmental Authorization listed or required to be listed in Part 3.13 of the Disclosure Letter is valid and in full force and effect. Except as otherwise set forth in Part 3.13 of the Disclosure Letter:
(i) N21 is, and at all times since its inception has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.13 of the Disclosure Letter;
(ii) no event has occurred or circumstance exists that may, with or without notice or lapse of time, (A) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, of or a failure on the part to comply with any term or requirement of any Longhorn Entity Governmental Authorization listed or required to comply withbe listed in Part 3.13 of the Disclosure Letter, any material Permits or (iiB) result directly or indirectly in the revocation, withdrawal, suspension, cancellation cancellation, or termination of, or any modification to, any material PermitGovernmental Authorization listed or required to be listed in Part 3.13 of the Disclosure Letter;
(iii) N21 has not received, at any time, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and,
(iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Part 3.13 of the Disclosure Letter have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies.
(v) The Governmental Authorizations listed in Part 3.13 of the Disclosure Letter collectively constitute all of the Governmental Authorizations necessary to permit N21 to lawfully conduct and operate its businesses in the manner it currently conducts and operates such businesses and to permit N21 to own and use it assets in the manner in which it currently owns and uses such assets.
Appears in 1 contract
Samples: Stock and Partnership Interest Purchase Agreement (Ambi Inc)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):
Part 3.14(a) of the Disclosure Letter: (i) each Longhorn Entity is, of the Company and at all times since January 1, 2010 has been, its Subsidiaries is in compliance in all material respects with each Legal Requirement that is or was applicable to it;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part conduct or operation of its business or the ownership or use of any Longhorn Entityof its assets; and
and (iiiii) no Longhorn Entity neither the Company nor any of its Subsidiaries has received, at any time since January 1, 2010, received any written or other notice or other communication from any Governmental Entity or any other Person Body regarding (A) any actual actual, alleged, possible, or alleged potential violation of, or failure to comply with, any Legal Requirement applicable it Requirement, or (B) any actual actual, alleged, possible, or alleged material potential obligation on the part of the Company or any Longhorn Entityof its Subsidiaries to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.
(b) Except as set forth on Schedule 3.11(b), Part 3.14(b) of the Disclosure Letter contains a complete and accurate list of each Longhorn Entity possesses material Governmental Authorization that is held by the Company or any of its Subsidiaries. The Governmental Authorizations listed in Part 3.14(b) of the Disclosure Letter collectively constitute all of the material Permits, all such material Permits are Governmental Authorizations necessary to permit each of the Company and its Subsidiaries to lawfully conduct and operate its business in the manner it currently is conducted and operated and to permit each of the Company and its Subsidiaries to own and use its assets in the manner in which it currently owns and uses its assets. Each Governmental Authorization listed in Part 3.14(b) of the Disclosure Letter is valid and in full force and effect, . Except as set forth in Part 3.14(b) of the Disclosure Letter: (i) each of the Company and each Longhorn Entity its Subsidiaries is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity of the terms and requirements of each Governmental Authorization identified in Part 3.14(b) of the Disclosure Letter; (ii) neither the Company nor any of its Subsidiaries has received any written notice to the effect thatfrom any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or otherwise been advised potential violation of (i) any actual or alleged material violation of, or failure to comply withwith any term or requirement of any Governmental Authorization, any material Permits or (iiB) any actual actual, proposed, possible, or alleged potential revocation, withdrawal, suspension, cancellation or cancellation, termination of, or modification to any modification to, any material Permit or Governmental Authorization; and (iii) all applications required to have been filed for the commencement or threatened commencement of any proceeding to do any renewal of the foregoing. To Governmental Authorizations listed in Part 3.14(b) of the Knowledge Disclosure Letter have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies, in each case, except as would not reasonably be expected to be materially adverse to the operations of Sellerthe Company and its Subsidiaries, no event has occurred or circumstance exists that (with or without notice or lapse of time) is reasonably likely to (i) constitute or result directly or indirectly in taken as a material violation by any Longhorn Entity of, or a failure on the part of any Longhorn Entity to comply with, any material Permits or (ii) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permitwhole.
Appears in 1 contract
Compliance with Legal Requirements; Governmental Authorizations. (a1) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9)Part 4.14(1) of the Disclosure Letter, laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):
(i) each Longhorn Entity CMCC is, and at all times since January 1, 2010 the Share Acquisition Date has been, in full compliance in all material respects with each Legal Requirement that is or was applicable to it;
it or to the conduct or operation of its business or the ownership or use of any of its assets; (ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by CMCC of, or a failure on the part of CMCC to comply with, any Legal Requirement, or (B) may give rise to any obligation on the part of CMCC to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (iii) CMCC has not received, at any time since the Share Acquisition Date, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of CMCC to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.
(2) Part 4.14(2) of the Disclosure Letter contains a complete and accurate list of each Governmental Authorization that is reasonably likely held by CMCC or that otherwise relates to the business of, or to any of the assets owned or used by, CMCC. Each Governmental Authorization listed or required to be listed in Part 4.14(2) of the Disclosure Letter is valid and in full force and effect.
(i) CMCC is, and at all times since the Share Acquisition Date has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 4.14(2) of the Disclosure Letter;
(ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, of or a failure on the part to comply with any term or requirement of any Longhorn Entity Governmental Authorization listed or required to comply withbe listed in Part 4.14(2) of the Disclosure Letter, any material Permits or (iiB) result directly or indirectly in the revocation, withdrawal, suspension, cancellation cancellation, or termination of, or any modification to, any material PermitGovernmental Authorization listed or required to be listed in Part 4.14(2) of the Disclosure Letter;
(iii) CMCC has not received, at any time since the Share Acquisition Date, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and
(iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Part 4.14(2) of the Disclosure Letter have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed or required to be listed in Part 4.14(2) of the Disclosure Letter collectively constitute all of the Governmental Authorizations necessary to permit CMCC to lawfully conduct and operate its business in the manner it currently conducts and operates its business and to permit CMCC to own and use its assets in the manner in which it currently owns and uses its assets. The Contemplated Transactions will not result in the termination or modification of any such Governmental Authorizations.
Appears in 1 contract
Samples: Redemption, Asset Transfer and Contribution Agreement (Calgon Carbon Corporation)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except for the environmental matters disclosed in Section 3.9), laws concerning employee benefits (which are addressed Part 3.19 of the Disclosure Schedule or as set forth in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):Part 3.14 of the Disclosure Schedule:
(i) each Longhorn Entity is, and at all times since January 1, 2010 has been, Acquired Company is in compliance in all material respects with each Legal Requirement that is or was applicable to itit or to the conduct or operation of its business or the ownership or use of any of its assets;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the CIC’s Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) would or is reasonably likely to (i) constitute or result directly or indirectly in a material violation by any Longhorn Entity Acquired Company of, or a failure on the part of any Longhorn Entity Acquired Company to comply with, any material Permits Legal Requirement, or give rise to any obligation on the part of any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and
(iii) no Acquired Company received, on or after January 1, 2004, any written notice or other communication, or to CIC’s Knowledge any oral notice or other communication, from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.
(b) The Acquired Companies have all Governmental Authorizations necessary to permit the Acquired Companies to lawfully conduct and operate their businesses in the manner they currently conduct and operate such businesses and to permit the Acquired Companies to own and use their assets in the manner in which they currently own and use such assets. Each such Governmental Authorization is valid and in full force and effect. Except as set forth in Parts 3.14 and 3.19 of the Disclosure Schedule:
(i) each Acquired Company is, and at all times since January 1, 2003 has been, in compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.14 of the Disclosure Schedule;
(ii) to CIC’s Knowledge no event has occurred or circumstance exists that would or is reasonably likely 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 term or requirement of any Governmental Authorization of the Acquired Companies, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation cancellation, or termination of, or any modification to, any material PermitGovernmental Authorization of the Acquired Companies;
(iii) no Acquired Company received, on or after January 1, 2003, any written notice or other communication, or to CIC’s Knowledge any oral notice or other communication, from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and
(iv) all applications required to have been filed for the renewal of the Acquired Companies’ Governmental Authorizations have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies.
Appears in 1 contract
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), The Company and Environmental Laws (which are addressed in Section 3.14):
(i) each Longhorn Entity isits Subsidiaries are, and at all times since January 1, 2010 has the Applicable Date have been, in compliance in all material respects with each Legal Requirement that is or was applicable to it;
any of them or to the conduct or operation of their business or the ownership or use of any of their assets, other than any noncompliance that would not reasonably be expected to (i) have, individually or in the aggregate, a Company Material Adverse Effect or (ii) no event has occurred prevent the ability of the Company and its Subsidiaries to consummate the Contemplated Transactions by the End Date. Except as would not reasonably be expected to have, individually or circumstance exists (with or without notice or lapse in the aggregate, a Company Material Adverse Effect and would not reasonably be expected to prevent the ability of time) (A) that is reasonably likely the Company and its Subsidiaries to constitute or result in a material violation consummate the Contemplated Transactions by the End Date, neither the Company nor any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity its Subsidiaries has received, at any time since January 1, 2010the Applicable Date, any written or other notice or other written communication from any Governmental Entity Body or any other Person regarding (A1) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it Requirement, or (B2) any actual or alleged material obligation on the part of the Company or any Longhorn Entityof its Subsidiaries to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.
(b) Except as set forth on Schedule 3.11(b)would not reasonably be expected to have, each Longhorn Entity possesses individually or in the aggregate, a Company Material Adverse Effect and would not reasonably be expected to prevent the ability of the Company and its Subsidiaries to consummate the Contemplated Transactions by the End Date, the Company and its Subsidiaries hold all permits, certificates, licenses, variances, exemptions, orders and all other Governmental Authorizations that are material Permitsto the operation of the business of the Company and its Subsidiaries and the Company and its Subsidiaries are, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1the Applicable Date have been, 2010 has been in material compliance in all material respects with all such permits, certificates licenses, variances, exemptions, orders and all other Governmental Authorizations that are material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any operation of the foregoing. To business of the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) is reasonably likely to (i) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, or a failure on the part of any Longhorn Entity to comply with, any material Permits or (ii) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material PermitCompany and its Subsidiaries.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Seventy Seven Energy Inc.)
Compliance with Legal Requirements; Governmental Authorizations. (a1) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):Part 3.14 of the Disclosure Letter:
(i1) each Longhorn Entity the Company is, and at all times since January 1March 31, 2010 1999 has been, in full compliance in all material respects with each Legal Requirement that is or was applicable to itit or to the conduct or operation of its business or the ownership or use of any of its assets;
(ii2) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by the Company of, or a failure on the part of the Company to comply with, any Legal Requirement, or (B) may give rise to any obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and
(3) the Company has received, at any time since March 31, 1999, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.
(2) Part 3.14 of the Disclosure Letter contains a complete and accurate list of each Governmental Authorization that is reasonably likely held by the Company or that otherwise relates to the business of, or to any of the assets owned or used by, the Company. Each Governmental Authorization listed or required to be listed in Part 3.14 of the Disclosure Letter is valid and in full force and effect. Except as set forth in Part 3.14 of the Disclosure Letter:
(i1) the Company is, and at all times since March 31, 1999 has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.14 of the Disclosure Letter;
(2) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, of or a failure on the part to comply with any term or requirement of any Longhorn Entity Governmental Authorization listed or required to comply withbe listed in Part 3.14 of the Disclosure Letter, any material Permits or (iiB) result directly or indirectly in the revocation, withdrawal, suspension, cancellation cancellation, or termination of, or any modification to, any material PermitGovernmental Authorization listed or required to be listed in Part 3.14 of the Disclosure Letter;
(3) the Company has not received, at any time since March 31, 1999, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, terminatin of, or modification to any Governmental Authorization; and
(4) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Part 3.14 of the Disclosure Letter have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Part 3.14 of the Disclosure Letter collectively constitute all of the Governmental Authorizations necessary to permit the Company to lawfully conduct and operate its business in the manner it currently conducts and operates such business and to permit the Company to own and use its assets in the manner in which it currently owns and uses such assets.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Dynamic Health Products Inc)
Compliance with Legal Requirements; Governmental Authorizations. Except as set forth in Schedule 5.14 and Environmental, Health and Safety Liabilities:
(a) Other than with respect to laws concerning Taxes (which are addressed in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):
(i) each Longhorn Entity Each Acquired Company is, and at all times since January 1during the Company’s 2001, 2010 2002 and current fiscal years has been, in compliance in all material respects with each material Legal Requirement that is or was applicable to it;
it or to the conduct or operation of the Company’s business or the ownership or use of any of its assets; (ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) is (A) could reasonably likely be expected to constitute or result in a violation by any Acquired Company or the Principal Shareholder of, or a failure on the part of the Company to comply with, any Legal Requirement or (B) could reasonably be expected to give rise to any obligation on the part of any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (iii) no Acquired Company nor the Principal Shareholder has received, at any time since July 1, 2000, any written or other notice or communication from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of, or failure to comply with, any Legal Requirement by any Acquired Company or (B) any actual, alleged, possible or potential obligation on the part of any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.
(i) Each Acquired Company is, and at all times since July 1, 2000, has been, in full compliance with all of the material terms and requirements of each Governmental Authorization identified or required to be identified in Schedule 5.14; (ii) to the Knowledge of the Company, no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, of or a failure on the part to comply with any term or requirement of any Longhorn Entity to comply with, any material Permits Governmental Authorization listed in Schedule 5.14 or (iiB) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Schedule 5.14; (iii) no Acquired Company has received, at any time since July 1, 2000, any written or, to the Knowledge of the Company, other notice or communication from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of or modification to any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed in Schedule 5.14 have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other material Permitfilings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. Schedule 5.14 contains a complete and accurate list of each material Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, the any Acquired Company. Each Governmental Authorization listed or required to be listed in Schedule 5.14 is valid and in full force and effect. The Governmental Authorizations listed in Schedule 5.14 collectively constitute all of the Governmental Authorizations necessary to permit the Acquired Companies to lawfully conduct and operate their businesses in the manner currently conducted and operated (and after the Closing as proposed to be conducted and operated) and to permit the Acquired Companies to own and use their assets in the manner in which they currently own and use such assets.
Appears in 1 contract
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):3.16(a) of the Company Disclosure Schedule:
(i) each Longhorn Entity the Company is, and at all times since January 1, 2010 its incorporation has been, in full compliance in all material respects with each Legal Requirement that is or was applicable to itit or to the conduct or operation of its business or the ownership or use of any of its Assets and Properties except where failure to so comply, individually and in the aggregate, would not reasonably be expected to have a Material Adverse Effect with respect to the Company;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by the Company of, or failure on the part of the Company to comply with, any Legal Requirement, or (B) may give rise to any obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and
(iii) the Company has not received any notice or other communication (whether oral or written) from any Governmental or Regulatory Authority or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.
(b) Section 3.16(b) of the Company Disclosure Schedule contains a complete and accurate list of each Governmental Authorization that is reasonably likely held by the Company or that otherwise relates to the business of, or to any of the Assets and Properties owned or used by, the Company. Each Governmental Authorization listed or required to be listed in Section 3.16(b) of the Company Disclosure Schedule is valid and is in full force and effect. Except as set forth on Section 3.16(b) of the Company Disclosure Schedule:
(i) the Company is, and at all times has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Section 3.16(b) of the Company Disclosure Schedule except where failure to so comply, individually and in the aggregate, would not reasonably be expected to have a Material Adverse Effect with respect to the Company;
(ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, of or a failure on the part to comply with any term or requirement of any Longhorn Entity Governmental Authorization listed or required to comply withbe listed in Section 3.16(b) of the Company Disclosure Schedule, any material Permits or (iiB) result directly or indirectly in the revocation, withdrawal, suspension, cancellation cancellation, or termination of, or any modification to, any material PermitGovernmental Authorization listed or required to be listed in Section 3.16(b) of the Company Disclosure Schedule;
(iii) the Company has not received any notice or other communication (whether oral or written) from any Governmental or Regulatory Authority or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and Exhibit 10.30
(iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Section 3.16(b) of the Company Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental or Regulatory Authority, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental or Regulatory Authority other than those the failure of which to obtain, possess or make would not have a Material Adverse Effect with respect to the Company. The Governmental Authorizations listed in Section 3.16(b) of the Company Disclosure Schedule collectively constitute all of the Governmental Authorizations necessary to permit the company to lawfully conduct and operate its business in the manner it currently conducts and operates such business and to permit the Company to own and use its assets in the manner in which it currently owns and uses such assets other than those the failure of which to obtain, possess or make would not have a Material Adverse Effect with respect to the Company.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Crdentia Corp)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):
(i) Concierge and each Longhorn Entity of its Affiliates is, and at all times since January 1, 2010 2015 has been, in compliance in all material respects with each Legal Requirement that is or was applicable to itit or to the conduct or operation of its business or the ownership or use of any of its assets;
(ii) no event has occurred or circumstance exists (with or without notice or lapse neither Concierge nor any of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity its Affiliates has received, at any time since January 1, 20102015, any written or other notice or other communication (whether oral or written) from any Governmental Entity Body or any other Person regarding (A) any actual actual, alleged, possible, or alleged potential material violation of, or material failure to comply with, any Legal Requirement applicable it Requirement, or (B) any actual actual, alleged, possible, or alleged material potential obligation on the part of any Longhorn EntityAcquired Company to undertake, or to bear all or any portion of the cost of, any material remedial action of any nature.
(b) Except Concierge (or its Subsidiaries) has all Governmental Authorization necessary to conduct the business of Concierge and its Subsidiaries as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all currently conducted. Each such material Permits are Governmental Authorization is valid and in full force and effect, . Concierge and each Longhorn Entity is of its Subsidiaries is, and at all times since January 1, 2010 2012 has been been, in compliance in all material respects with all material Permitsof the terms and requirements of each Governmental Authorization that is held by Concierge or any of its Subsidiaries and necessary to conduct its business as currently conducted. No Longhorn Entity Neither Concierge nor any of its Affiliates has received received, at any time since January 1, 2012, any notice to the effect that, or otherwise been advised of other communication (whether oral or written) from any Governmental Body or any other Person regarding (i) any actual actual, alleged, possible, or alleged potential material violation of, of or material failure to comply withwith any term or requirement of any Governmental Authorization, any material Permits or (ii) any actual actual, proposed, possible, or alleged potential revocation, withdrawal, suspension, cancellation or cancellation, termination of, or modification to any modification toGovernmental Authorization, any material Permit in each case as may adversely affect its ability to operate its business, or the commencement or threatened commencement of any proceeding to do any Business, following Closing. The Governmental Authorizations currently held by the Concierge and its Subsidiaries constitute all of the foregoing. To Governmental Authorizations necessary to permit the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) is reasonably likely Concierge and its Subsidiaries to (i) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, or a failure on the part of any Longhorn Entity to comply with, any material Permits or (ii) result directly or indirectly lawfully conduct and operate their respective businesses substantially in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permitmanner they currently conduct and operate such businesses and to permit Concierge and its Subsidiaries to own and use their assets substantially in the manner in which they currently own and use such assets.
Appears in 1 contract
Samples: Stock Purchase Agreement (Concierge Technologies Inc)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):
(i) each Longhorn Entity isThe Asset Vendors are currently, and have at all times since January 1, 2010 has 2002, been, in full compliance in all material respects with each Legal Requirement that is or was applicable to it;
(ii) no event has occurred the Business or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or Assets except where failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permitsdo so could not reasonably be expected to have a Material Adverse Consequence. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) may cause the Asset Vendors to Contravene any Legal Requirement or may give rise to any obligation on the part of the Asset Vendors, to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. The Asset Vendors have not received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, or potential Contravention of any Legal Requirement or any actual, alleged, possible, or potential obligation on the part of the Asset Vendors, to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.
(ii) Schedule 3.4(q)(ii) contains a complete and accurate list of each Governmental Authorization that is reasonably likely held by the Asset Vendors in respect to the Business, or that otherwise relates to the Business or to any of the Assets, all of which are valid and in full force and effect and will remain so following the consummation of the Contemplated Transactions. The Asset Vendors are, and have been, in full compliance with all of the terms and requirements of each such Governmental Authorization. No event has occurred or circumstance exists that may (iwith or without notice or lapse of time) constitute or result directly or indirectly in a material violation by Contravention of any Longhorn Entity ofGovernmental Authorization. The Asset Vendors have not received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible, or a failure on the part potential Contravention of any Longhorn Entity Governmental Authorization. All applications required to have been filed for the renewal of such Governmental Authorizations have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. All such Governmental Authorizations are renewable by their terms or in the Ordinary Course of Business without the need to comply withwith any special qualification procedures or to pay any amounts other than routine fees or similar charges.
(iii) Except for the Health Registrations necessary to import finished products or raw materials and certificates and authorizations required to purchase and handle controlled substances, any material Permits or (iithe Governmental Authorizations listed in Schedule 3.4(q)(ii) result directly or indirectly collectively constitute all of the Governmental Authorizations necessary to permit NewCo, immediately following the consummation of the Contemplated Transactions, to conduct the Business lawfully in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permitmanner in which the Asset Vendors have conducted the Business in the past eighteen (18) months and are sufficient for the continued operation of the Business as a going concern after the Closing Date in a manner substantially the same as conducted by the Asset Vendors during such period prior to the Closing Date.
Appears in 1 contract
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):Schedule 3.14 or Schedule 3.19:
(i) each Longhorn Entity Acquired Company is, and at all times since January 1, 2010 1998 has been, and the Business has been conducted at all times since January 1, 1998, in full compliance in all material respects with each Legal Requirement that is or was applicable to it;it or to the conduct or operation of its business or the ownership or use of any of its assets except for any such failure that would not result in a material adverse effect.
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) is reasonably likely to (iA) may constitute or result directly or indirectly in a material violation by the Business or any Longhorn Entity Acquired Company of, or a failure on the part of the Business or any Longhorn Entity Acquired Company to comply with, any Legal Requirement, or (B) may give rise to any obligation on the part of the Company, Seller, any Acquired Company or Buyer to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and
(iii) neither Seller nor any Acquired Company has received at any time since January 1, 1998 any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of, or failure to comply with, any Legal Requirement which would have a material Permits effect on the Business or any Acquired Company, or (B) any actual, alleged or potential obligation on the part of Seller, the Business or any Acquired Company arising under any applicable Legal Requirement to undertake, or to bear any material portion of the cost of, any remedial action of any material nature.
(b) Schedule 3.14 contains a complete and accurate list of each material Governmental Authorization that is required to be held by the Business for its operation or that is otherwise required for the Business or any Acquired Company to own or use any of its assets. Each Governmental Authorization listed or required to be listed in Schedule 3.14 is valid and in full force and effect. Except as set forth in Schedule 3.14 or Schedule 3.19:
(i) all of the material terms and requirements of each Governmental Authorization identified or required to be identified in Schedule 3.14 have been at all required times complied with by the Business and, to the extent applicable, by each Acquired Company in all material respects;
(ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly in a violation of or indirectly a failure to comply with any material term or requirement of any Governmental Authorization listed or required to be listed in Schedule 3.14, or (B) result in the revocation, withdrawal, suspension, cancellation or termination of, or any material modification to, any Governmental Authorization listed or required to be listed in Schedule 3.14;
(iii) neither Seller nor any Acquired Company has received, at any time since January 1, 1998, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged or potential violation of, or failure to comply with, any material Permitterm or requirement of any Governmental Authorization, or (B) any actual, proposed or potential revocation, withdrawal, suspension, cancellation, termination of or material modification to any Governmental Authorization; and
(iv) all material applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Schedule 3.14 or which are required by or in connection with the Contemplated Transactions have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other material filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Schedule 3.14 collectively constitute all of the Governmental Authorizations necessary to permit the Business to be lawfully conducted in the manner it is currently conducted in all material respects and to permit the Acquired Companies to own and use their assets in the manner in which they currently own and use such assets in all material respects.
Appears in 1 contract
Samples: Share Purchase Agreement (Lennox International Inc)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):Part 3.14 of the Disclosure Letter:
(i) each Longhorn Entity the Company is, and at all times since January 1, 2010 has been, been in full compliance in all material respects with each Legal Requirement that is or was applicable to itit or to the conduct or operation of its business or the ownership or use of any of its assets;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by the Company of, or a failure on the part of the Company to comply with, any Legal Requirement, or (B) may give rise to any obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and
(iii) the Company has not received, at any time since January 1, 2010 any notice or other communication (whether oral or written) from any governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of any remedial action of any nature.
(b) Part 3.14 of the Disclosure Letter contains a complete and accurate list of each Governmental Authorization that is reasonably likely held by the Company or that otherwise relates to the business of, or to any of the assets owned or used by, the Company. Each Governmental Authorization listed or required to be listed in Part 3.14 of the Disclosure Letter is valid and in full force and effect. Unless set forth in Part 3.14 of the Disclosure Letter:
(i) the Company is, and at all times since January 1, 2010 has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.14 of the Disclosure Letter;
(ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, of or a failure on the part to comply with any term or requirement of any Longhorn Entity Governmental Authorization listed or required to comply withbe listed in Part 3.14 of the Disclosure Letter, any material Permits or (iiB) result directly or indirectly in the revocation, withdrawal, suspension, cancellation cancellation, or termination of, or any modification to, any material PermitGovernmental Authorization listed or required to be listed in Part 3.14 of the Disclosure Letter;
(iii) the Company has not received, at any time since January 1, 2010 any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, proposed, alleged, possible, or potential violation of or failure to comply with any requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and
(iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Part 3.14 of the Disclosure Letter have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Part 3.14 of the Disclosure Letter collectively constitute all of the Governmental Authorizations necessary to permit the Company to lawfully conduct and operate their businesses in the manner they currently conduct and operate such businesses and to permit the Company to own and use their assets in the manner in which they currently own and use such assets.
Appears in 1 contract
Samples: LLC Ownership Interest Purchase Agreement (Vystar Corp)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):Part 3.6(a) of the Seller's Disclosure Letter:
(i) each Longhorn Entity is, and at all times since January 1, 2010 has been, the Seller is in substantial compliance in all material respects with each Legal Requirement that is or was applicable to itit that could adversely affect the Contemplated Transactions or reasonably be expected to result in a Material Adverse Effect or further materially deteriorate or exacerbate circumstances referenced in subsections (a) through (d) of the definition of Material Adverse Effect;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of to time) is reasonably likely to (i) may constitute or result directly or indirectly in a material violation by any Longhorn Entity of, the Seller or a failure on the part of any Longhorn Entity the Seller to comply with, any material Permits Legal Requirement that could adversely affect the Contemplated Transactions or reasonably be expected to result in a Material Adverse Effect or further materially deteriorate or exacerbate circumstances referenced in subsections (a) through (d) of the definition of Material Adverse Effect;
(iii) the Seller, has not received, at any time since October 22, 1997, any notice or other communication (whether oral or written) sent by any Governmental Body regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement applicable to the Seller, or (iiB) result directly any actual, alleged, possible, or indirectly in potential obligation on the part of the Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and
(iv) the Seller has not received, at any time since October 22, 1997, any notice or other communication (whether oral or written) sent by any Governmental Body regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization applicable to the Seller, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation or cancellation, termination of, or modification by any modification to, any material PermitGovernmental Authorization applicable to the Seller.
Appears in 1 contract
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):Part 3.14 of the Disclosure Letter:
(i) each Longhorn Entity the Company is, and at all times since January 1December 31, 2010 2003 has been, in material compliance in all material respects with each Legal Requirement that is or was applicable to itit or to the conduct or operation of its business or the ownership or use of any of its assets, and has not sold any products or provided any services prior to receiving any required or necessary Government Authorization from any Governmental Body, including, but not limited to, the United States Food and Drug Administration (the “FDA”) and any corollary, similar or equivalent Governmental Body in any other jurisdiction, whether under the Federal Food, Drug and Cosmetics Act, as amended, and the regulations promulgated thereunder, or any other applicable Legal Requirement, including, without limitation, in connection with the design, manufacture, labeling, testing, marketing, sale and inspection of all of the Company’s products and services and the operation of the Company’s manufacturing facilities and relating to the protection of human subjects for its clinical trials and similar practices and protocols as required by the FDA or any other Governmental Body;
(ii) no event the Company has occurred not engaged or circumstance exists (with participated in any sale or without notice or lapse sales of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise human tissue to any material obligation on the part of any Longhorn Entity; andPerson except for brokered tissue blocks in accordance with an IRB;
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by the Company of, or a failure on the part of the Company to comply with, any Legal Requirement, or (B) may give rise to any obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and
(iv) the Company has not received, at any time since December 31, 2003, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.
(b) Part 3.14 of the Disclosure Letter contains a complete and accurate list of each Governmental Authorization that is reasonably likely held by the Company or that otherwise relates to the business of, or to any of the assets owned or used by, the Company. Each Governmental Authorization listed or required to be listed in Part 3.14 of the Disclosure Letter is valid and in full force and effect. Except as set forth in Part 3.14 of the Disclosure Letter:
(i) the Company has obtained, in all jurisdictions where the Company is marketing its products and services, and has listed on Part 3.14 of the Disclosure Letter, all Governmental Authorizations required, necessary or advisable to sell, promote and market its products and services as required by the FDA or any other Governmental Body regulating the safety, effectiveness and market clearance of the Company’s products and services;
(ii) the Company is, and at all times since December 31, 2003 has been, in material compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.14 of the Disclosure Letter;
(iii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, of or a failure on the part to comply with any term or requirement of any Longhorn Entity Governmental Authorization listed or required to comply withbe listed in Part 3.14 of the Disclosure Letter, any material Permits or (iiB) result directly or indirectly in the revocation, withdrawal, suspension, cancellation cancellation, or termination of, or any modification to, any material PermitGovernmental Authorization listed or required to be listed in Part 3.14 of the Disclosure Letter;
(iv) the Company has not received, at any time since December 31, 2003, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding, and neither the Company nor either Seller has any Knowledge of, (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; or (C) any actions, citations, decisions, product recalls, medical device reports, information requests, warning letters or Section 305 notices from the FDA or similar adverse actions regulated by the FDA or any other Governmental Body relating to the safety, effectiveness or market clearance of Seller’s products; and
(v) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Part 3.14 of the Disclosure Letter have been duly filed on a timely basis with the appropriate Governmental Bodies, all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies, and all of the Company’s submissions to the FDA and each other Governmental Body, whether written or electronically delivered, were true, accurate and complete in all respects as of the date made. The Governmental Authorizations listed in Part 3.14 of the Disclosure Letter collectively constitute all of the Governmental Authorizations necessary to permit the Company to lawfully conduct and operate its business in the manner they currently conduct and operate such business and to permit the Company to own and use their assets in the manner in which they currently own and use such assets.
Appears in 1 contract
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):Schedule 6.14:
(i) each Longhorn Entity the Company is, and at all times since January 1, 2010 1992 has been, in full compliance in all material respects with each Legal Requirement that is or was applicable to itit or to the conduct or operation of its business or the ownership or use of any of its assets;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by the Company of, or a failure on the part of the Company to comply with, any Legal Requirement, or (B) may give rise to any obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and
(iii) the Company has not received, at any time since January 1, 1992, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.
(b) Schedule 6.14 contains a complete and accurate list of each Governmental Authorization that is reasonably likely held by the Company or that otherwise relates to the business of, or to any of the assets owned or used by, the Company. Each Governmental Authorization listed or required to be listed in Schedule 6.14 is valid and in full force and effect. Except as set forth in Schedule 6.14:
(i) the Company is, and at all times since January 1, 1992 has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Schedule 6.14;
(ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, of or a failure on the part to comply with any term or requirement of any Longhorn Entity Governmental Authorization listed or required to comply withbe listed in Schedule 6.14, any material Permits or (iiB) result directly or indirectly in the revocation, withdrawal, suspension, cancellation cancellation, or termination of, or any modification to, any material PermitGovernmental Authorization listed or required to be listed in Schedule 6.14;
(iii) the Company has not received, at any time since January 1, 1992, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and
(iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Schedule 6.14 have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Schedule 6.14 collectively constitute all of the Governmental Authorizations necessary to permit the Company to lawfully conduct and operate its business in the manner it currently conducts and operates such business, to permit the Company to own and use its assets in the manner in which it currently owns and uses such assets and to permit any Person who purchases the Company's products to own or use such products.
Appears in 1 contract
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in For purposes of this Section 3.14):. only, the term "Company" shall be deemed to include the Company and the Subsidiary.
A. Except as set forth in SCHEDULE 3.14 of the Company Disclosure Schedule:
(i) each Longhorn Entity The Company is, and at all times since January 1September 30, 2010 1998 has been, in full compliance in all material respects with each Legal Requirement that is or was applicable to itit or to the conduct or operation of its business or the ownership or use of any of its assets except where the failure to comply with a Legal Requirement would not have a Company Material Adverse Effect;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Sellerthe Company, no event has occurred or circumstance exists that (with or without notice or lapse of time) (1) may constitute or result in a violation by the Company of, or a failure on the part of the Company to comply with, any Legal Requirement or (2) may give rise to any obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect; and
(iii) The Company has not received, at any time since September 30, 1998, any written notice or other written communication from any Governmental Body or any other Person regarding (1) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement or (2) any actual, alleged, possible, or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.
B. The Company has all Governmental Authorizations necessary to conduct its business as presently conducted. Each Governmental Authorization is reasonably likely to valid and in full force and effect. Except as set forth in SCHEDULE 3.14 of the Company Disclosure Schedule:
(i) The Company is, and at all times since September 30, 1998 has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in SCHEDULE 3.14 of the Company Disclosure Schedule, except where the failure to comply with a Governmental Authorization would not have a Company Material Adverse Effect;
(ii) To the Knowledge of the Company, no event has occurred or circumstance exists that may (with or without notice or lapse of time) (1) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, of or a failure on the part to comply with any term or requirement of any Longhorn Entity Governmental Authorization listed or required to comply with, any material Permits be listed in SCHEDULE 3.14 of the Company Disclosure Schedule or (ii2) result directly or indirectly in the revocation, withdrawal, suspension, cancellation cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in SCHEDULE 3.14 of the Company Disclosure Schedule, except for events or circumstances which in the aggregate would not have a Company Material Adverse Effect;
(iii) The Company has not received, at any time since September 30, 1998, any written notice or other written communication from any Governmental Body or any other Person regarding (1) any actual or alleged violation of or failure to comply with any term or requirement of any Governmental Authorization or (2) any actual or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and
(iv) All applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in SCHEDULE 3.14 of the Company Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies, except where the failure to make such filings in a timely manner would not have a Company Material Adverse Effect. The Governmental Authorizations listed in SCHEDULE 3.14 of the Company Disclosure Schedule collectively constitute all of the Governmental Authorizations that are material Permitto the conduct of the Company's business in the manner it is currently conducted and to operate such business and to permit the Company to own and use its assets in the manner in which it currently owns and uses such assets.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Practice Works Inc)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):
Schedule 3.13(a): (i) each Longhorn Entity except where the failure to be in compliance could not reasonably have a Material Adverse Effect, Seller is, and at all times since January 1, 2010 has been, in full compliance in all material respects with each Legal Requirement that is or was applicable to it;
it or to the conduct or operation of its business or the ownership or use of any of its assets; (ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on except where the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been be in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Sellercould not reasonably have a Material Adverse Effect, no event has occurred or circumstance exists that (with or without notice or lapse of time) is reasonably likely to (iA) may constitute or result directly or indirectly in a material violation by any Longhorn Entity Seller of, or a failure on the part of any Longhorn Entity Seller to comply with, any material Permits Legal Requirement or (B) may give rise to any obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (iii) Seller has not received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged or potential violation by Seller of, or failure by Seller to comply with, any Legal Requirement or (B) any actual, alleged or potential obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.
(b) Schedule 3.13(b) contains a complete and accurate list of each Governmental Authorization that is held by Seller related to the Purchased Assets or that is held by a Person other than Seller that is required in connection with the present operation of (or in the case of the Sandhill Property, the contemplated operation of) the Purchased Assets. Each Governmental Authorization listed or required to be listed in Schedule 3.13(b) is valid and in full force and effect. Except as set forth in Schedule 3.13(b): (i) except where the failure to be in compliance could not reasonably have a Material Adverse Effect, Seller is and has been in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Schedule 3.13(b); (ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) except where the failure to be in compliance could not reasonably have a Material Adverse Effect, constitute or result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Schedule 3.13(b) or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material PermitGovernmental Authorization listed or required to be listed in Schedule 3.13(b); (iii) Seller has not received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged or potential violation of or failure to comply with any term or requirement of any Governmental Authorization or (B) any actual, proposed or potential revocation, withdrawal, suspension, cancellation, termination of or modification to any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Schedule 3.13(b) have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. Prior to the Due Diligence Deadline, Seller shall deliver all Governmental Authorizations identified or required to be identified in Schedule 3.13(b) to Buyer to the extent such Governmental Authorizations are in Seller's Possession.
Appears in 1 contract
Samples: Asset Purchase Agreement (Regal Entertainment Group)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):3.11(a) of the Disclosure Schedule:
(i) each Longhorn Entity Acquired Company is, and at all times since January 1, 2010 2014 (the "Look-Back Date") has been, in compliance in all material respects respects, in compliance with each Legal Requirement that is or was applicable to it;; and
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity Acquired Company has received, at any time since January 1, 2010the Look-Back Date, any written or other notice or other communication from any Governmental Entity Body or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it Requirement, other than as would not, individually or (B) any actual or alleged in the aggregate, be material obligation on to the part of any Longhorn EntityAcquired Companies, taken as a whole.
(b) Except The Acquired Companies hold all of the Governmental Authorizations necessary to permit the Acquired Companies to lawfully conduct and operate their businesses in the manner they currently conduct and operate such businesses and to permit the Acquired Companies to own and use their assets in the manner in which they currently own and use such assets, except where the failure to hold such Governmental Authorizations would not, individually or in the aggregate, be material to the Acquired Companies, taken as set forth on Schedule 3.11(b)a whole, each Longhorn Entity possesses all material Permits, and all such material Permits Governmental Authorizations held by the Acquired Companies are valid and in full force and effect. Except as set forth in Section 3.11(b) of the Disclosure Schedule, and since the Look-Back Date:
(i) each Longhorn Entity Acquired Company is and at all times since January 1has been, 2010 has been in compliance in all material respects respects, in compliance with all each Governmental Authorization held by it, except where the failure to be in such compliance would not, individually or in the aggregate, be material Permits. No Longhorn Entity has received any notice to the effect thatAcquired Companies, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or taken as a whole;
(ii) any actual or alleged no revocation, withdrawal, suspension, cancellation cancellation, or termination of, or any modification to, any material Permit or the commencement or threatened commencement of Governmental Authorization is pending or, to Seller's Knowledge, threatened, except for any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) is reasonably likely to (i) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, or a failure on the part of any Longhorn Entity to comply with, any material Permits or (ii) result directly or indirectly in the such revocation, withdrawal, suspension, cancellation cancellation, termination or modification which would not, individually or in the aggregate, be material to the Acquired Companies, taken as a whole;
(iii) no Acquired Company has received written notice from any Governmental Body or any other Person regarding (A) any actual or alleged violation of or failure to comply with any Governmental Authorization, or (B) any actual or proposed revocation, withdrawal, suspension, cancellation, termination of, or modification to any modification toGovernmental Authorization, any in each case, except as would not, individually or in the aggregate, be material Permitto the Acquired Companies, taken as a whole; and
(iv) all applications required to have been filed for the renewal of the Governmental Authorizations held by the Acquired Companies have been duly filed with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made with the appropriate Governmental Bodies, in each case, except as would not, individually or in the aggregate, be material to the Acquired Companies, taken as a whole.
Appears in 1 contract
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):Part 3.14 of the Disclosure Letter:
(i) each Longhorn Entity Acquired Company is, and at all times since January 1, 2010 its formation has been, in full compliance in all material respects with each Legal Requirement that is or was applicable to itit or to the conduct or operation of its business or the ownership or use of any of its assets. At all times during its existence VetMall, LLC was, in full compliance with each Legal Requirement that was applicable to it or to the conduct or operation of its business or the ownership or use of any of its assets;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by VetMall, LLC or any Acquired Company of, or a failure on the part of VetMall, LLC or any Acquired Company to comply with, any Legal Requirement which violation would have a material adverse effect on it, or (B) may give rise to any material obligation on the part of any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and
(iii) no Acquired Company or VetMall, LLC has received, at any time since its formation, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, which would have a material adverse effect on it, or (B) any actual, alleged, possible, or potential obligation on the part of any Acquired Company or VetMall, LLC to undertake, or to bear all or any material portion of the cost of, any remedial action of any nature.
(b) Part 3.14 of the Disclosure Letter contains a complete and accurate list of each Governmental Authorization that is reasonably likely held by any Acquired Company (or was previously held by VetMall, LLC) or that otherwise relates to the business of, or to any of the assets owned or used by, any Acquired Company. Each Governmental Authorization listed or required to be listed in Part 3.14 of the Disclosure Letter is valid and in full force and effect, including those Governmental Authorizations, if any, transferred by VetMall, LLC to VetMall. Except as set forth in Part 3.14 of the Disclosure Letter:
(i) each Acquired Company is, and at all times since its formation, has been, in material compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.14 of the Disclosure Letter and VetMall, LLC was, at all times during its existence, in material compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.14 of the Disclosure Letter;
(ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, of or a failure on the part to comply with any term or requirement of any Longhorn Entity Governmental Authorization listed or required to comply withbe listed in Part 3.14 of the Disclosure Letter, any which would have a material Permits adverse effect on it, or (iiB) result directly or indirectly in the revocation, withdrawal, suspension, cancellation cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Part 3.14 of the Disclosure Letter, which would have a material Permitadverse effect on it;
(iii) no Acquired Company or VetMall, LLC has received, at any time since its formation, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, which would have a material adverse effect on it, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization, which would have a material adverse effect on it; and
(iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Part 3.14 of the Disclosure Letter have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Part 3.14 of the Disclosure Letter collectively constitute all of the Governmental Authorizations necessary to permit the Acquired Companies to lawfully conduct and operate their businesses in the manner they currently conduct and operate such businesses and to permit the Acquired Companies to own and use their assets in the manner in which they currently own and use such assets.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Drugmax Com Inc)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect Except as set forth in Schedule 3.8 of the ANI Disclosure Letter, to laws concerning Taxes (which are addressed in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):ANI's Knowledge:
(i) each Longhorn Entity is, and at all times since January 1, 2010 has been, Each Acquired Company is in compliance in all material respects with each Legal Requirement that is or was applicable to itit or to the conduct or operation of its business or the ownership or use of any of its assets, except for instances of non-compliance that would not have a Material Adverse Effect;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time):
(A) is reasonably likely to (i) may constitute or result directly or indirectly in a material violation by any Longhorn Entity Acquired Company of, or a failure on the part of any Longhorn Entity Acquired Company to comply with, any material Permits Legal Requirement, except for events or circumstances that would not have a Material Adverse Effect; or
(B) may give rise to any obligation on the part of any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature, except for events or circumstances that would not have a Material Adverse Effect; and
(iii) No Acquired Company has received, at any time since September 30, 1998, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding:
(A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, except for violations or instances of non-compliance that would not have a Material Adverse Effect; or
(B) any actual, alleged, possible, or potential obligation on the part of any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature, except for instances of obligations that would not have a Material Adverse Effect.
(b) Each Acquired Company has in effect all Governmental Authorizations necessary for it to lawfully conduct and operate its business in the manner currently conducted and to permit each Acquired Company to use and own its assets in the manner in which they currently own and use such assets, except for the failure to have such Governmental Authorizations that would not have a Material Adverse Effect. There has occurred no default under, or violation of, any such Governmental Authorization, except for defaults under, or violations of, Governmental Authorizations that would not have a Material Adverse Effect.
(c) No Acquired Company has received, at any time since September 30, 1998, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding:
(i) Any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, except for where such potential violation or failure to comply would not have a Material Adverse Effect; or
(ii) result directly Any actual, proposed, possible or indirectly in the potential revocation, withdrawal, suspension, cancellation or cancellation, termination of, or modification to any modification toGovernmental Authorization, any material Permitexcept where such matters would not have a Material Adverse Effect.
Appears in 1 contract
Samples: Stock Purchase Agreement (Advanced Nutraceuticals Inc/Tx)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14Schedule 3.12(a):
(i) each Longhorn Entity is, and Each Acquired Company has at all times since January 1, 2010 has been, been in compliance in all material respects with each Legal Requirement that is or was applicable to itit or the conduct of its business or the ownership or use of any of its assets;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) is reasonably likely to (iA) could constitute or result directly or indirectly in a material violation by any Longhorn Entity Acquired Company of, or a failure on the part of any Longhorn Entity Acquired Company to comply with, any material Permits Legal Requirement, or (B) could give rise to any obligation on the part of any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action;
(iii) No Acquired Company has received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged, or potential obligation on the part of any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action; and
(iv) No proposed Legal Requirement could have an adverse consequence on any Acquired Company or could require an expenditure of $10,000 or more by any Acquired Company to comply with such Legal Requirement.
(b) Schedule 3.12(b) lists each Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or to any assets owned or used by, any Acquired Company. Each Governmental Authorization listed in Schedule 3.12(b) is valid and in full force and effect. Except as set forth in Schedule 3.12(b):
(i) Each Acquired Company has at all times been in compliance with each Governmental Authorization;
(ii) result No event has occurred or circumstance exists that could (with or without notice or lapse of time) (A) constitute or result, directly or indirectly indirectly, in a violation of, or a failure on the part of any Acquired Company to comply with, any Governmental Authorization listed in Schedule 3.12(b), or (B) result, directly or indirectly, in the revocation, withdrawalsuspension, cancellation, termination, or modification of any Governmental Authorization;
(iii) No Acquired Company has received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, or potential violation of, or failure to comply with, any Governmental Authorization, or (B) any actual, proposed, or potential revocation, suspension, cancellation or termination ofcancellation, termination, or modification of any modification toGovernmental Authorization; and
(iv) All applications required to have been filed for the renewal or reissuance of the Governmental Authorizations listed in Schedule 3.12(b) have been duly filed on a timely basis with the appropriate Governmental Bodies, any material Permitand all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies.
(c) The Governmental Authorizations listed in Schedule 3.12(b) constitute all Governmental Authorizations necessary to permit each Acquired Company lawfully to continue to conduct its business in the manner in which it conducts such business and to own and use its assets in the manner in which it owns and uses such assets.
Appears in 1 contract
Samples: Share Exchange and Purchase Agreement (Strategabiz, Inc.)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), Each of the Company and Environmental Laws (which are addressed in Section 3.14):
(i) each Longhorn Entity the Business is, and at all times since January 1, 2010 2015 has been, in compliance in with all material respects with each applicable Legal Requirement that is or was applicable Requirements. None of the Company, Seller or, to it;
(ii) no event has occurred or circumstance exists (with or without notice or lapse the Knowledge of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply withCompany, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to of their respective Affiliates has received any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time written communication since January 1, 2010, any written or other notice or other communication 2016 from any a Governmental Entity that alleges that the Company or the Business is not in compliance with any other Person regarding (A) applicable Legal Requirements which has not heretofore been cured or for which there is any actual or alleged violation ofremaining liability as of the date hereof. The Company, or failure the Seller and, to the Knowledge of the Company, their respective Affiliates have taken commercially reasonable steps to ensure that the directors, officers and employees of the Company and the Business comply with, any with all applicable Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn EntityRequirements.
(b) Except as set forth on Each Permit (a) pursuant to which the Company currently operates or holds any interest in any of its properties or assets, or (b) which is used or required for the operation of the Business (collectively, “Company Authorizations”) has been issued or granted to the Company. Section 2.19(b) of the Disclosure Schedule 3.11(b)lists all Company Authorizations, each Longhorn Entity possesses all material Permits, all including the names and jurisdictions of such material Permits Company Authorizations and their dates of issuance and expiration. The Company Authorizations are in full force and effecteffect and constitute all Company Authorizations required to permit the operation or conduct of the Business or hold any interest in the properties or assets used in connection with or relating to the Business, and each Longhorn Entity none of the Company Authorizations is and at all times since January 1subject to any term, 2010 provision, condition or limitation which may materially adversely change or terminate such Company Authorizations by virtue of the completion of the Transactions. The Company has been and is in material compliance with the terms and conditions of the Company Authorizations. The Company has fulfilled all of the obligations necessary to maintain such Company Authorizations, has filed all reports, documents and other information required to be filed by Legal Requirement or requested in all material respects with all material Permits. No Longhorn Entity writing by any Governmental Entity, and the Company has no basis for believing that any such Company Authorization will not be renewable upon expiration or has expired without renewal.
(c) The Company does not have Knowledge of, nor has the Company received any written notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, any event, inquiry, investigation or failure other Action that would reasonably be expected to comply withresult in the suspension, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspensioncancellation, cancellation limitation, restriction or termination of, or any material adverse modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) is reasonably likely to (i) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, or a failure on the part of any Longhorn Entity to comply with, any material Permits or (ii) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permitsuch Company Authorization.
Appears in 1 contract
Samples: Intercreditor Agreement (Osprey Technology Acquisition Corp.)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9)Part 4.8 of Parent's Disclosure Letter or the Parent SEC Documents and excluding those Legal Requirements covered in Sections 4.6, laws concerning employee benefits (which are addressed in Section 3.10)4.9, and Environmental Laws (which are addressed in Section 3.14):4.11 or 4.12,
(i) each Longhorn Entity of Parent and its Subsidiaries is, and at all times since January 1, 2010 has been, in material compliance in all material respects with each Legal Requirement that is or was applicable to itit or to the conduct or operation of its business or the ownership or use of its assets, except for possible violations thereof which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect with respect to Parent;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a material violation by Parent or any of its Subsidiaries of, or a failure on the part of Parent or any of its Subsidiaries to comply in any material respect with, any Legal Requirement or (B) may give rise to any obligation on the part of Parent or any of its Subsidiaries to undertake, or to bear all or any portion of the cost of, any remedial action of any nature that, in either case, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to Parent; and
(iii) neither Parent nor any of its Subsidiaries has received any notice or other communication (whether oral (that is reasonably likely credible) or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of, or failure to comply with, any Legal Requirement or (B) any actual, alleged, possible or potential obligation on the part of Parent or any of its Subsidiaries to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.
(b) Each material Governmental Authorization held by Parent or its Subsidiaries is valid and in full force and effect. Except as described in Part 4.8 of Parent's Disclosure Letter:
(i) to the Knowledge of Parent, each of Parent and its Subsidiaries is in material compliance with the terms and requirements of each material Governmental Authorization held by it;
(ii) to the Knowledge of Parent, no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, of or a failure on the part to comply in any material respect with any term or requirement of any Longhorn Entity to comply with, material Governmental Authorization held by Parent or any material Permits of its Subsidiaries or (iiB) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit.Governmental Authorization held by Parent or any of its Subsidiaries;
(iii) neither Parent nor any of its Subsidiaries has received any notice or other communication (whether oral (that is credible) or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential material violation of or failure to comply in any material respect with any term or requirement of any material Governmental Authorization or (B) any actual, proposed, possible or
Appears in 1 contract
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):Part 3.14 of the Disclosure Letter:
(i) each Longhorn Entity is, and at all times since January 1, 2010 has been, Acquired Company is in full compliance in all material respects with each Legal Requirement that is or was applicable to itit or to the conduct or operation of its business or the ownership or use of any of its assets;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) is reasonably likely to (iA) may constitute or result directly or indirectly in a material violation by any Longhorn Entity Acquired Company of, or a failure on the part of any Longhorn Entity Acquired Company to comply with, any material Permits Legal Requirement, or (B) may give rise to any obligation on the part of any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and
(iii) no Acquired Company has received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.
(b) Part 3.14 of the Disclosure Letter contains a complete and accurate list of each Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, any Acquired Company. Each Governmental Authorization listed or required to be listed in Part 3.14 of the Disclosure Letter is valid and in full force and effect. Except as set forth in Part 3.14 of the Disclosure Letter:
(i) each Acquired Company is in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.14 of the Disclosure Letter;
(ii) no event has occurred or circumstance exists that may (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 term or requirement of any Governmental Authorization listed or required to be listed in Part 3.14 of the Disclosure Letter, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation cancellation, or termination of, or any modification to, any material PermitGovernmental Authorization listed or required to be listed in Part 3.14 of the Disclosure Letter;
(iii) no Acquired Company has received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and
(iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Part 3.14 of the Disclosure Letter have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Part 3.14 of the Disclosure Letter collectively constitute all of the Governmental Authorizations necessary to permit the Acquired Companies to lawfully conduct and operate their businesses in the manner they currently conduct and operate such businesses and to permit the Acquired Companies to own and use their assets in the manner in which they currently own and use such assets.
Appears in 1 contract
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits 3.17 (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):a) of the Company Disclosure Schedule:
(i) each Longhorn Entity is, and at all times since January 1, 2010 has been, the Company is in material compliance in all material respects with each Legal Requirement that is or was applicable to itit or to the conduct or operation of its business or the ownership or use of any of its Assets;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Sellerthe Company, no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may reasonably be anticipated to constitute or result in a material violation by the Company of, or failure on the part of the Company to comply with, any Legal Requirement, or (B) may reasonably be anticipated to give rise to any obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and
(iii) the Company has not received any notice or other communication (whether oral or written) from any Governmental or Regulatory Authority or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.
(b) Section 3.17(b) of the Company Disclosure Schedule contains a complete and accurate list of each Governmental Authorization that is reasonably likely held by the Company or that otherwise relates to the business of, or to any of the assets owned or used by, the Company. To the Knowledge of the Company, each Governmental Authorization listed or required to be listed in Section 3.17(b) of the Company Disclosure Schedule is valid and is in full force and effect. Except as set forth on Section 3.17(b) of the Company Disclosure Schedule:
(i) the Company is in material compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Section 3.17(b) of the Company Disclosure Schedule;
(ii) to the Knowledge of the Company, no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, of or a failure on the part to comply with any term or requirement of any Longhorn Entity Governmental Authorization listed or required to comply withbe listed in Section 3.17(b) of the Company Disclosure Schedule, any material Permits or (iiB) result directly or indirectly in the revocation, withdrawal, suspension, cancellation cancellation, or termination of, or any modification to, any material PermitGovernmental Authorization listed or required to be listed in Section 3.17(b) of the Company Disclosure Schedule;
(iii) the Company has not received any notice or other communication (whether oral or written) from any Governmental or Regulatory Authority or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and
(iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Section 3.17(b) of the Company Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental or Regulatory Authority, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental or Regulatory Authority. The Governmental Authorizations listed in Section 3.17(b) of the Company Disclosure Schedule collectively constitute all of the Governmental Authorizations necessary to permit the Company to lawfully conduct and operate its business in the manner it currently conducts and operates such business and to permit the Company to own and use its assets in the manner in which it currently owns and uses such assets.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Crdentia Corp)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than Each of the Acquired Corporations is, and each of the Acquired Corporations and (with respect to laws concerning Taxes (which are addressed in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):
(iany business or assets transferred directly or indirectly to any of the Acquired Corporations) each Longhorn Entity is, and Predecessor Corporations has at all times since January 1, 2010 has been, in compliance in all material respects with each all applicable Legal Requirement that is Requirements. Except as set forth in Part 2.12(a) of the Disclosure Schedule, none of the Acquired Corporations or was applicable to it;
(ii) no event has occurred or circumstance exists (with respect to any business or without assets transferred directly or indirectly to any of the Acquired Corporations) Predecessor Corporations has received any written notice or lapse (to the Knowledge of timethe Company) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity Body or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn EntityRequirement.
(b) Except Part 2.12(b) of the Disclosure Schedule identifies each material Governmental Authorization held by any of the Acquired Corporations as set forth on Schedule 3.11(b)of the date of this Agreement, each Longhorn Entity possesses all material Permits, and the Company has delivered to Parent accurate and complete copies of all such material Permits Governmental Authorizations. The Governmental Authorizations identified in Part 2.12(b) of the Disclosure Schedule are valid and in full force and effect, and collectively constitute all Governmental Authorizations necessary to enable the Acquired Corporations to conduct their respective businesses in the manner in which such businesses are currently being conducted. Each Acquired Corporation is, and each Longhorn Entity is Acquired Corporation and (with respect to any business or assets transferred directly or indirectly to any of the Acquired Corporations) Predecessor Corporation at all times since January 1has been, 2010 has been in substantial compliance with the terms and requirements of the Governmental Authorizations identified in all material respects Part 2.12(b) of the Disclosure Schedule. None of the Acquired Corporations or, to the Knowledge of the Company (with all material Permits. No Longhorn Entity respect to any business or assets transferred directly or indirectly to any of the Acquired Corporations), Predecessor Corporations, has received any written notice or (to the effect that, or otherwise been advised Knowledge of the Company) other communication from any Governmental Body regarding (ia) any actual or alleged material violation of, of or failure to comply with, with any term or requirement of any material Permits Governmental Authorization, or (iib) any actual or alleged revocation, withdrawal, suspension, cancellation cancellation, termination or termination of, or any modification to, of any material Permit or Governmental Authorization. No Governmental Body has at any time challenged in writing the commencement or threatened commencement right of any proceeding to do any of the foregoing. To Acquired Corporations to design, manufacture, license, offer or sell any of its products or services.
(c) Except as set forth in Part 2.12(c) of the Knowledge Disclosure Schedule, each of Sellerthe Acquired Corporations is, no event has occurred or circumstance exists that and each of the Acquired Corporations and (with respect to any business or without notice or lapse of time) is reasonably likely to (i) constitute or result assets transferred directly or indirectly to any of the Acquired Corporations) Predecessor Corporations has at all times been, in a compliance in all material violation by any Longhorn Entity ofrespects with all Legal Requirements relating to the export, or a failure on re-export, import and transfer of products, commodities, services and technology from the part jurisdiction of any Longhorn Entity one Governmental Body to comply with, any material Permits or (ii) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permitanother.
Appears in 1 contract
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):SECTION 3.17(A) of the Company Disclosure Schedule:
(i) each Longhorn Entity to the Knowledge of the Company, it is, and at all times since January 1, 2010 its incorporation has been, in full compliance in all material respects with each Legal Requirement that is or was applicable to itit or to the conduct or operation of its business or the ownership or use of any of its Assets;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Sellerthe Company, no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by the Company of, or failure on the part of the Company to comply with, any Legal Requirement, or (B) may give rise to any obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and
(iii) to the Company's Knowledge, the Company has not received any notice or other communication (whether oral or written) from any Governmental or Regulatory Authority regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.
(b) SECTION 3.17(B) of the Company Disclosure Schedule contains a complete and accurate list of each Governmental Authorization that is reasonably likely held by the Company or that otherwise relates to the business of, or to any of the assets owned or used by, the Company. Each Governmental Authorization listed or required to be listed in SECTION 3.17(B) of the Company Disclosure Schedule is valid and is in full force and effect. Except as set forth on SECTION 3.17(B) of the Company Disclosure Schedule:
(i) to the Knowledge of the Company, it is, and at all times has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in SECTION 3.17(B) of the Company Disclosure Schedule;
(ii) to the Knowledge of the Company, no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, of or a failure on the part to comply with any term or requirement of any Longhorn Entity Governmental Authorization listed or required to comply withbe listed in SECTION 3.17(B) of the Company Disclosure Schedule, any material Permits or (iiB) result directly or indirectly in the revocation, withdrawal, suspension, cancellation cancellation, or termination of, or any modification to, any material PermitGovernmental Authorization listed or required to be listed in SECTION 3.17(B) of the Company Disclosure Schedule;
(iii) to the Knowledge of the Company, the Company has not received any notice or other communication (whether oral or written) from any Governmental or Regulatory Authority regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and
(iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in SECTION 3.17(B) of the Company Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental or Regulatory Authority, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental or Regulatory Authority. To the Knowledge of the Company, the Governmental Authorizations listed in SECTION 3.17(B) of the Company Disclosure Schedule collectively constitute all of the Governmental Authorizations necessary to permit the company to lawfully conduct and operate its business in the manner it currently conducts and operates such business and to permit the Company to own and use its assets in the manner in which it currently owns and uses such assets.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Crdentia Corp)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14Schedule 4.14(a):
(i) each Longhorn Entity Acquired Company is, and at all times since January 1, 2010 2003 has been, and the Business has been conducted at all times since January 1, 2003, in full compliance in all material respects with each Legal Requirement that is or was applicable to itit or to the conduct or operation of its business or the ownership or use of any of its assets except for any such failure that would not result in a Material Adverse Effect; and
(ii) no Acquired Company has received at any time since January 1, 2003 any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of, or failure to comply with, any Legal Requirement which would have a Material Adverse Effect on any Acquired Company, or (B) any actual, alleged or potential obligation on the part of any Acquired Company arising under any applicable Legal Requirement to undertake, or to bear any material portion of the cost of, any remedial action of any material nature.
(b) The Governmental Authorizations listed in Schedule 4.14(b) collectively constitute all of the Governmental Authorizations necessary to permit the Acquired Companies to lawfully conduct the Business in the manner it is currently conducted in all material respects and to permit the Acquired Companies to own and use their assets in the manner in which they currently own and use such assets in all material respects. Each Governmental Authorization is listed on Schedule 4.14(b) and is valid and in full force and effect. Except as set forth in Schedule 4.14(b):
(i) all of the material terms and requirements of each Governmental Authorization identified or required to be identified in Schedule 4.14(b) have been at all required times complied with by each Acquired Company in all material respects;
(ii) no material event has occurred or circumstance exists that would reasonably be expected to (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, of or a failure to comply with any material failure on the part term or requirement of any Longhorn Entity Governmental Authorization listed or required to comply withbe listed in Schedule 4.14(b), any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) is reasonably likely to (i) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, or a failure on the part of any Longhorn Entity to comply with, any material Permits or (ii) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any material modification to, any Governmental Authorization listed or required to be listed in Schedule 4.14(b);
(iii) no Acquired Company has received, at any time since January 1, 2003, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged or potential violation of, or failure to comply with, any material Permitterm or requirement of any Governmental Authorization, or (B) any actual, proposed or potential revocation, withdrawal, suspension, cancellation, termination of or material modification to any Governmental Authorization; and
(iv) all material applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Schedule 4.14(b) have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other material filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies.
Appears in 1 contract
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):Part 3.14 of the Disclosure Letter:
(i) each Longhorn Entity Acquired Company is, and at all times since January 1, 2010 has been, been in full compliance in all material respects with each Legal Requirement that is or was applicable to itit or to the conduct or operation of its business or the ownership or use of any of its assets;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) is reasonably likely to (iA) may constitute or result directly or indirectly in a material violation by any Longhorn Entity Acquired Company of, or a failure on the part of any Longhorn Entity Acquired Company to comply with, any material Permits Legal Requirement, or (B) may give rise to any obligation on the part of any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and (iii) no Acquired Company has received, at any time since January 1, 2010any notice or other communication (whether oral or written) from any governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.
(b) Part 3.14 of the Disclosure Letter contains a complete and accurate list of each Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, any Acquired Company. Each Governmental Authorization listed or required to be listed in Part 3.14 of the Disclosure Letter is valid and in full force and effect. Unless set forth in Part 3.14 of the Disclosure Letter:
(i) each Acquired Company is, and at all times since January 1, 2010 has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.14 of the Disclosure Letter;
(ii) no event has occurred or circumstance exists that may (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 term or requirement of any Governmental Authorization listed or required to be listed in Part 3.14 of the Disclosure Letter, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation cancellation, or termination of, or any modification to, any material PermitGovernmental Authorization listed or required to be listed in Part 3.14 of the Disclosure Letter;
(iii) no Acquired Company has received, at any time since January 1, 2010 any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, proposed, alleged, possible, or potential violation of or failure to comply with any requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and
(iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Part 3.14 of the Disclosure Letter have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Part 3.14 of the Disclosure Letter collectively constitute all of the Governmental Authorizations necessary to permit the Acquired Companies to lawfully conduct and operate their businesses in the manner they currently conduct and operate such businesses and to permit the Acquired Companies to own and use their assets in the manner in which they currently own and use such assets.
Appears in 1 contract
Samples: LLC Ownership Interest Purchase Agreement (Vystar Corp)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):
(i) each Longhorn Entity is, and at all times since January 1, 2010 has been, in compliance in all material respects with each Legal Requirement that is or was applicable to it;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance 3.16(a) of the Seller Disclosure Letter:
(i) Sellers have complied in all material respects with all material Permits. No Longhorn Entity has received any notice Legal Requirements applicable to the effect that, conduct and operation of the Business and the ownership or otherwise been advised use of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or of the Assets;
(ii) any actual or alleged revocationWith regard to the Business and the Assets, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of SellerSellers’ Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) is would be reasonably likely expected to (i) constitute or result directly or indirectly in a material violation by any Longhorn Entity Seller of, or a failure on the part of any Longhorn Entity Seller to comply with, any Legal Requirement relating to the Business or the Assets;
(iii) To Sellers’ Knowledge, no change or proposed change in Legal Requirements would prevent the reissuance of any permit or materially change its terms upon reissuance; and
(iv) No Seller has received, at any time since January 1, 2003, any notice from any Governmental Body regarding any actual, alleged or potential violation of, or failure to comply with, any Legal Requirement with respect to the Business or any of the Assets.
(b) Section 3.16(b) of the Seller Disclosure Letter contains a list of (i) each material Permits Governmental Authorization that is held by any Seller relating to the Business or the Assets, (ii) all pending applications therefor or renewals thereof and (iii) each Governmental Authorization that is held by any Seller relating to the Business or the Assets that pursuant to any applicable Legal Requirement is not transferable to Buyer. Each Governmental Authorization listed in Section 3.16(b) of the Seller Disclosure Letter is in full force and effect. Except as set forth in Section 3.16(b) of the Seller Disclosure Letter:
(i) Each Seller is in compliance with all of the terms and requirements of each Governmental Authorization identified in Section 3.16(b) of the Seller Disclosure Letter;
(ii) To Sellers’ Knowledge, no event has occurred or circumstance exists that will (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 term or requirement of any Governmental Authorization listed or required to be listed in Section 3.16(b) of the Seller Disclosure Letter or (iiB) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material PermitGovernmental Authorization listed or required to be listed in Section 3.16(b) of the Seller Disclosure Letter;
(iii) No Seller has received, at any time since January 31, 2001, any notice from any Governmental Body regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of or modification to any Governmental Authorization; and
(iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed in Section 3.16(b) of the Seller Disclosure Letter have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. Except for the novation of the Government Contracts pursuant to Sections 10.7 and 10.8 hereof, the Governmental Authorizations listed in Section 3.16(b) of the Seller Disclosure Letter collectively constitute all of the Governmental Authorizations necessary to permit each Seller to lawfully conduct and operate the Business materially in the manner in which it currently conducts and operates such Business and to permit each Seller to own and use the Assets materially in the manner in which it currently owns and uses such Assets.
Appears in 1 contract
Samples: Asset Purchase Agreement (Stewart & Stevenson Services Inc)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):Exhibit 3.14(a) hereof:
(i) each Longhorn Entity Each of the FCS Companies is, and at all times since January 1, 2010 has been, in full material compliance in all material respects with each Legal Requirement that is or was applicable to itit or to the conduct or operation of its business or the ownership or use of any of its assets;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) is (A) constitutes or could reasonably likely be expected to (i) constitute or result directly or indirectly in a material violation by any Longhorn Entity the FCS Companies of, or a failure on the part of any Longhorn Entity the FCS Companies to comply with, any Legal Requirement, except for any one or more violations or failures which singularly or in the aggregate do not have or could not reasonably be expected to have a Material Adverse Effect or (B) may give rise to any obligation on the part of the FCS Companies to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and
(iii) none of the FCS Companies has received at any time since January 1, 1993 any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential material Permits violation of, or failure to materially comply with, any Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of any of the FCS Companies to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.
(b) Exhibit 3.14(b) hereof contains a complete and accurate list of each Governmental Authorization that is held by the FCS Companies or, to the extent necessary to enable the FCS Companies to operate their businesses in the manner presently conducted, by any of the Sellers. Each Governmental Authorization listed or required to be listed in Exhibit 3.14(b) hereof is valid and in full force and effect. Except as set forth in Exhibit 3.14(b) hereof:
(i) Each of the FCS Companies is, and at all times since January 1, 1993 has been, in full material compliance with all of the material terms and requirements of each Governmental Authorization identified or required to be identified in Exhibit 3.14(b) hereof;
(ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) constitutes or could reasonably be expected to result directly or indirectly in a violation of or a failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Exhibit 3.14(b) hereof, except for any one or more violations or failures which singularly or in the aggregate did not or will not have a Material Adverse Effect, or (B) could reasonably be expected to result directly or indirectly in the revocation, withdrawal, suspension, cancellation cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Exhibit 3.14(b) hereof;
(iii) none of the FCS Companies has received, at any time since January 1, 1993, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any material Permitterm or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and
(iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Exhibit 3.14(b) hereof have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Exhibit 3.14(b) hereof collectively constitute all of the Governmental Authorizations necessary to permit the FCS Companies to lawfully conduct and operate their businesses in the manner they currently conduct and operate such businesses and to permit the FCS Companies to own and use their assets in the manner in which they currently own and use such assets.
Appears in 1 contract
Samples: Stock Purchase Agreement (Insignia Financial Group Inc)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14Schedule 3.14(a):
(i) each Longhorn Entity is, and Each Acquired Company has at all times since January 1, 2010 has been, been in compliance in all material respects with each Legal Requirement that is or was applicable to itit or the conduct of its business or the ownership or use of any of its assets;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) is reasonably likely to (i) could constitute or result directly or indirectly in a material violation by any Longhorn Entity Acquired Company of, or a failure on the part of any Longhorn Entity Acquired Company to comply with, any Legal Requirement;
(iii) No Acquired Company has received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged, or potential obligation on the part of any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action; and
(iv) No proposed Legal Requirement could have a material Permits adverse consequence on any Acquired Company or could require an expenditure of $50,000 or more by any Acquired Company to comply with such Legal Requirement.
(b) Schedule 3.14(b) lists each Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or to any assets owned or used by, any Acquired Company. Each Governmental Authorization listed in Schedule 3.14(b) is valid and in full force and effect. Except as set forth in Schedule 3.14(b):
(i) Each Acquired Company has at all times been in material compliance with each Governmental Authorization;
(ii) result No event has occurred or circumstance exists that could (with or without notice or lapse of time) (A) constitute or result, directly or indirectly indirectly, in a violation of, or a failure on the part of any Acquired Company to comply with, any Governmental Authorization listed in Schedule 3.14(b), or (B) result, directly or indirectly, in the revocation, withdrawalsuspension, cancellation, termination, or modification of any Governmental Authorization;
(iii) No Acquired Company has received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, or potential violation of, or failure to comply with, any Governmental Authorization, or (B) any actual, proposed, or potential revocation, suspension, cancellation or termination ofcancellation, termination, or modification of any modification toGovernmental Authorization; and
(iv) All applications required to have been filed for the renewal or reissuance of the Governmental Authorizations listed in Schedule 3.14(b) have been duly filed on a timely basis with the appropriate Governmental Bodies, any material Permitand all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies.
(c) The Governmental Authorizations listed in Schedule 3.14(b) constitute all Governmental Authorizations necessary to permit each Acquired Company lawfully to continue to conduct its business in the manner in which it conducts such business and to own and use its assets in the manner in which it owns and uses such assets.
Appears in 1 contract
Samples: Stock and Membership Interest Exchange Agreement (Coconnect, Inc.)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14Part 3.14(a):
(i) each Longhorn Entity is, and Acquired Company has at all times since January 1, 2010 has been, been in compliance in all material respects with each Legal Requirement that is or was applicable to itit or the conduct of its business or the ownership or use of any of its assets;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time)
(A) is reasonably likely to (i) could constitute or result directly or indirectly in a material violation by any Longhorn Entity Acquired Company of, or a failure on the part of any Longhorn Entity Acquired Company to comply with, any material Permits Legal Requirement, or (B) could give rise to any obligation on the part of any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action;
(iii) no Acquired Company has received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged, or potential obligation on the part of any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action; and
(iv) no proposed Legal Requirement could have an adverse consequence on any Acquired or more by any Acquired
(b) Part 3.14(b) lists each Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or to any assets owned or used by, any Acquired Company. Each Governmental Authorization listed in Part 3.14(b) is valid and in full force and effect. Except as set forth in Part 3.14(b):
(i) each Acquired Company has at all times been in compliance with each Governmental Authorization;
(ii) result no event has occurred or circumstance exists that could (with or without notice or lapse of time) (A) constitute or result, directly or indirectly indirectly, in a violation of, or a failure on the part of any Acquired Company to comply with, any Governmental Authorization listed in Part 3.14(b), or (B) result, directly or indirectly, in the revocation, withdrawalsuspension, cancellation, termination, or modification of any Governmental Authorization;
(iii) no Acquired Company has received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, or potential violation of, or failure to comply with, any Governmental Authorization, or (B) any actual, proposed, or potential revocation, suspension, cancellation or termination ofcancellation, termination, or modification of any modification toGovernmental Authorization; and
(iv) all applications required to have been filed for the renewal or reissuance of the Governmental Authorizations listed in Part 3.14(b) have been duly filed on a timely basis with the appropriate Governmental Bodies, any material Permitand all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies.
(c) The Governmental Authorizations listed in Part 3.14(b) constitute all Governmental Authorizations necessary to permit each Acquired Company lawfully to continue to conduct its business in the manner in which it conducts such business and to own and use its assets in the manner in which it owns and uses such assets.
Appears in 1 contract
Samples: Stock Purchase Agreement
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14Except as set forth on Schedule 3.17(a):
(i) each Longhorn Entity Seller is, and at all times since January 1, 2010 1999, has been, in substantial compliance in all material respects with each Legal Requirement that is or was applicable to itit or to the conduct or operation of its business or the ownership or use of any of its assets;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) constitutes or results in a material violation by Seller of, or a material failure on the part of Seller to comply with, any Legal Requirement (including, but not limited to, the WARN Act) or (B) gives rise to any significant obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and
(iii) Seller has not received, at any time since January 1, 1999, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of, or failure to comply with, any Legal Requirement or (B) any actual, alleged, possible or potential obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.
(b) Schedule 3.17(b) contains a complete and accurate list of each Governmental Authorization that is reasonably likely held by Seller or that otherwise relates to Seller’s business or the Assets. Each Governmental Authorization listed or required to be listed on Schedule 3.17(b) is valid and in full force and effect. Except as set forth on Schedule 3.17(b):
(i) constitute Seller is, and at all times since January 1, 1999, has been, in substantial compliance with all of the terms and requirements of each Governmental Authorization identified or result required to be identified on Schedule 3.17(b);
(ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) constitutes or results directly or indirectly in a material violation by any Longhorn Entity of, of or a failure on the part to comply in any material respect with any term or requirement of any Longhorn Entity Governmental Authorization listed or required to comply with, any material Permits be listed on Schedule 3.17(b) or (iiB) will result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Governmental Authorization listed or required to be listed on Schedule 3.17(b);
(iii) Seller has not received, at any time since January 1, 1999, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of or modification to any Governmental Authorization; and
(iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed on Schedule 3.17(b) have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made with the appropriate Governmental Bodies. The Governmental Authorizations listed on Schedule 3.17(b) collectively constitute all of the Governmental Authorizations necessary to permit Seller to lawfully conduct and operate its business in the manner in which it currently conducts and operates such business and to permit Seller to own and use its assets in the manner in which it currently owns and uses such assets, except where the absence of such Governmental Authorizations would not have a material Permitadverse effect on the business, operations, assets, results of operations or condition (financial or other) of Seller.
Appears in 1 contract
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):3.12(a) of the Disclosure Schedules:
(i) each Longhorn Entity Seller is, and at all times since January 1, 2010 2010, has been, in material compliance in all material respects with each Legal Requirement that is or was applicable to itit or to the conduct or operation of its business or the ownership or use of any of its assets;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by Seller of, or a failure on the part of Seller to comply with, any Legal Requirement in any material respect or (B) may give rise to any obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and
(iii) Seller has not received, at any time since January 1, 2007, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of, or failure to comply with, any Legal Requirement or (B) any actual, alleged, possible or potential obligation on the part of Seller to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.
(b) Section 3.12(b) of the Disclosure Schedules contains a complete and accurate list of each Governmental Authorization that is reasonably likely held by Seller or that otherwise relates to Seller’s business or the Purchased Assets. Each Governmental Authorization listed or required to be listed in Section 3.12(b) of the Disclosure Schedules is valid and in full force and effect. Except as set forth in Section 3.12(b) of the Disclosure Schedules:
(i) Seller is, and at all times since January 1, 2007, has been, in material compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Section 3.12(b);
(ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, of or a failure on the part to comply with any term or requirement of any Longhorn Entity Governmental Authorization listed or required to comply with, be listed in Section 3.12(b) in any material Permits respect or (iiB) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material PermitGovernmental Authorization listed or required to be listed in Section 3.12(b);
(iii) Seller has not received, at any time since January 1, 2007, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of or failure to comply with any term or requirement of any Governmental Authorization or (B) any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of or modification to any Governmental Authorization; and
(iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Section 3.12(b) have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Section 3.12(b) collectively constitute all of the Governmental Authorizations necessary to permit Seller to lawfully conduct and operate its business in the manner in which it currently conducts and operates such business and to permit Seller to own and use its assets in the manner in which it currently owns and uses such assets.
Appears in 1 contract
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9)Part 3.12(a) of the Company Disclosure Schedule, laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):
(i) the Acquired Companies are in compliance with all Legal Requirements in all material respects applicable to each Longhorn Entity issuch Acquired Company, including, without limitation, all applicable federal and state Healthcare Laws and all applicable state escheat laws, and at all times (ii) as of the date hereof (x) since January 1, 2010 2008, none of the Acquired Companies has been, received any written notice (other than surveys conducted in compliance in all material respects with each Legal Requirement that is or was applicable to it;
(iithe ordinary course of business) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in from a Governmental Body regarding a material violation of any applicable Legal Requirement and (y) to the Knowledge of the Company, none of the Acquired Companies is under an investigation or undergoing an inquiry or audit by any Longhorn Entity of, or a Governmental Body with respect to a material failure on the part violation of any Longhorn Entity to comply with, any applicable Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn EntityRequirement.
(b) Except The Acquired Companies have all Governmental Authorizations that are required to conduct the Company Business as set forth now being conducted, except where the failure to have any such Governmental Authorization would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect. The Acquired Companies are in compliance in all respects with the terms of such Governmental Authorizations, except where the failure to so comply would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect.
(c) No individual employed by or contracting independently with any Acquired Company, and no Affiliated Physician, now or, to the Company’s Knowledge, within the past five (5) years, is or was listed as an excluded provider or banned contractor by the United States Department of Health and Human Services Office of Inspector General (“OIG”) or United States General Services Administration or on the Office of Foreign Asset Control’s (“OFAC”) “Specially Designated Nationals and Blocked Persons” list, nor to the Knowledge of the Company is any such debarment, disqualification, suspension, exclusion or listing threatened or pending.
(d) Each Facility treating patients as of the date hereof is, to the extent applicable, licensed or permitted by the proper State Department of Health (or similar agency) to conduct the Company Business in the manner conducted by such Acquired Company. Part 3.12(d) of the Company Disclosure Schedule 3.11(b)contains a correct and complete list of all such licenses and permits. The Facilities are presently in compliance with all of the terms, each Longhorn Entity possesses conditions and provisions of such licenses and permits in all material Permitsrespects, all and each such material Permits are license or permit is in full force and effect. The facilities, equipment, staffing and each Longhorn Entity is operations of the Facilities satisfy any applicable state licensing and at permitting requirements in all times since material respects.
(e) Each Facility duly obtained its National Provider Identifier number on or before May 23, 2008 to the extent such Facility was in operation on that date. Each Facility in operation on November 1, 2010 chose to opt in fully to the new Medicare bundled rate, commencing January 1, 2010 2011, on or before November 1, 2010.
(f) Any required certificates of need or similar Governmental Authorizations required for the construction or operation of any Acquired Company’s business locations or for any equipment of any of the Acquired Companies were duly obtained, and such certificates of need or similar Governmental Authorizations, if any, will remain in full force and effect immediately after the consummation of the Contemplated Transactions, provided that required regulatory filings are timely submitted or required approvals are obtained by Purchaser.
(g) The Company provided all applicable notices to, and received all applicable Governmental Authorizations from, the appropriate Governmental Bodies when it acquired its interests in the Acquired Companies.
(h) Other than surveys conducted in the ordinary course of business, neither the U.S. Department of Health and Human Services nor any similar state agency has been in compliance in all material respects with all material Permits. No Longhorn Entity has received conducted or given any notice of the Acquired Companies or, to the effect thatKnowledge of the Company, their respective employees or otherwise been advised any of the Affiliated Physicians any communication (whether oral or written) that it intends to conduct any audit or other review of such Person’s ability to participate in the Medicare or Medicaid programs. None of the Acquired Companies or, to the Knowledge of the Company, their respective employees or the Affiliated Physicians or any predecessor to any of the Acquired Companies since April 1, 2006 in respect of any dialysis business to which the Acquired Companies succeeded: (i) any actual or alleged material violation of, or failure is a party to comply with, any material Permits or a Corporate Integrity Agreement with the OIG; (ii) has any actual reporting obligations pursuant to any settlement agreement entered into with any Governmental Body or alleged revocationany other Person; (iii) has made any filings pursuant to the OIG’s Provider Self-Disclosure Protocol; (iv) has received notice that it is or has been the subject of any inspection, withdrawalinvestigation, suspensionsurvey, cancellation audit, monitoring or termination other form of review by any Governmental Body, professional review organization, accrediting organization or certifying agency that accredits the Company; (v) has been the defendant in any qui tam/False Claims Act litigation; (vi) has been served with or received any search warrant, subpoena, civil investigative demand or contact letter by or from any federal or state enforcement agency or Governmental Body regarding proceedings to which an Acquired Company is a party; (vii) has been convicted or charged with (A) criminal offenses relating to the delivery of an item or service under a third-party payor program, whether private, commercial or governmental, including Medicare, Medicaid, TRICARE or any other federal or state healthcare program, whether or not a Company Payment Program, (B) criminal offenses under any Legal Requirements relating to patient neglect or abuse in connection with the delivery of a healthcare item or service, (C) criminal offenses under any Legal Requirements relating to fraud, theft, embezzlement, breach of fiduciary responsibility or other financial misconduct in connection with the delivery of a healthcare item or service or with respect to any act or omission in connection with any Company Payment Program or (D) violation of or under any Legal Requirements relating to the interference with or obstruction of any investigation into any criminal offense; (viii) has been subject to any order of, or any modification tocriminal, civil or administrative fine or penalty imposed by, any material Permit Governmental Body with respect to any Company Payment Program; or the commencement (ix) has engaged in any activity that constitutes or threatened commencement could reasonably be expected to constitute a violation of any proceeding to do material Legal Requirement (including any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) is reasonably likely to (i) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, or a failure on the part of any Longhorn Entity to comply with, any material Permits or (ii) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material PermitHealthcare Law).
Appears in 1 contract
Samples: Merger Agreement (Davita Inc)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes Except as set forth in Schedule 3.12(a) (and not including Environmental Matters which are addressed exclusively provided for in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.143.17):
(i) each Longhorn Entity the Company is, and at all times since January 1, 2010 2008 has been, and the Business has been conducted at all times since January 1, 2008, in material compliance in all material respects with each Legal Requirement that is or was applicable to it;it or to the conduct or operation of its business or the ownership or use of any of its assets, except where the failure to be in compliance would not have a Material Adverse Effect; and
(ii) the Company has not received at any time since January 1, 2008 any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged or potential obligation on the part of the Company arising under any applicable Legal Requirement to undertake, or to bear any portion of the cost of, any remedial action of any material nature.
(b) The Governmental Authorizations listed in Schedule 3.12(b) collectively constitute the material Governmental Authorizations necessary to permit the Company to lawfully conduct the Business in the manner it is currently conducted and to permit the Company to own and use its assets in the manner in which they currently own and use such assets. Each such Governmental Authorization is listed on Schedule 3.12(b) and is valid and in full force and effect.
(c) The terms and requirements of each Governmental Authorization identified or required to be identified in Schedule 3.12(b) have been at all required times complied with by the Company in all material respects.
(d) To the Company’s Knowledge, no event has occurred or circumstance exists that would reasonably be expected to (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, of or a material failure on the part of any Longhorn Entity to comply withwith any Governmental Authorization listed or required to be listed in Schedule 3.12(b), any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) is reasonably likely to (i) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, or a failure on the part of any Longhorn Entity to comply with, any material Permits or (ii) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any material modification to, any Governmental Authorization listed or required to be listed in Schedule 3.12(b);
(e) The Company has not received, at any time since January 1, 2008, any written notice or other communication from any Governmental Body regarding (A) any actual, alleged or potential violation of, or failure to comply with, any Governmental Authorization listed or required to be listed in Schedule 3.12(b), or (B) any actual, proposed or potential revocation, withdrawal, suspension, cancellation, termination of or material Permitmodification to any Governmental Authorization listed or required to be listed in Schedule 3.12(b). None of the Company’s imports are subject to an anti-dumping or countervailing duty order.
Appears in 1 contract
Samples: Merger Agreement (Greatbatch, Inc.)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9)Part 2.12(a) of the TPT Disclosure Schedule, laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):
(i) each Longhorn Entity isthe TPT Corporations are, and at all times since January 1October 4, 2010 has 2006 have been, in material compliance in all material respects with each Legal Requirement that is or was applicable to it;
(ii) no event has occurred any of them or circumstance exists (with to the conduct or without notice operation of their business or lapse of time) (A) that is reasonably likely to constitute the ownership or result in a material violation by any Longhorn Entity of, or a material failure on the part use of any Longhorn Entity to comply withof their assets, including, without limitation, any regulation issued under any such Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn EntityRequirement; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of timetime or both) is reasonably likely to (i) may constitute or result directly or indirectly in a material violation by any Longhorn Entity of the TPT Corporations of, or a substantial failure on the part of any Longhorn Entity of the TPT Corporations to comply with, any material Permits Legal Requirement, or (ii) result directly may give rise to any obligation on the part of any of the TPT Corporations to undertake, or indirectly in to bear all or any portion of the revocationcost of, withdrawalany substantial remedial action of any nature; and none of the TPT Corporations has received, suspensionat any time since October 4, cancellation 2006, any notice or termination other communication (whether oral or written) from any Governmental Body or any other Person regarding (x) any actual, alleged, possible, or potential violation of, or failure to comply with, any modification Legal Requirement, (y) any actual, alleged, possible, or potential obligation on the part of any of the TPT Corporations to undertake, or to bear all or any portion of the cost of, any remedial action of any nature, or (z) any investigation with respect to any such Legal Requirement, including Legal Requirements of the United States Food and Drug Administration (the “FDA”), the European Medicines Agency (“EMEA”) and other comparable Governmental Bodies.
(b) The TPT Corporations have all material Governmental Authorizations required to conduct their respective businesses as now being conducted. Such Governmental Authorizations are valid and in full force and effect, and the TPT Corporations and Persons acting in concert with and on behalf of the TPT Corporations are in compliance in all material respects with all such Governmental Authorizations. TPT has provided to Raptor a true, accurate and complete copy of all such material Governmental Authorizations from the FDA and the EMEA.
(c) The TPT Corporations and, to TPT’s Knowledge, Persons acting in concert with and on behalf of any TPT Corporation:
(i) have not used in any capacity the services of any individual or Entity debarred, excluded, or disqualified under 21 U.S.C. Section 335a, 42 U.S.C. Section 1320a–7, 21 C.F.R. Section 312.70, or any similar laws, rules or regulations; and
(ii) have not been convicted of any crime or engaged in any conduct that has resulted, or would reasonably be expected to result, in debarment, exclusion, or disqualification under 21 U.S.C. Section 335a, 42 U.S.C. Section 1320a–7, 21 C.F.R. Section 312.70, or any similar laws, rules regulations.
(d) None of the TPT Corporations, and (to the Knowledge of TPT) no Representative of any TPT Corporation with respect to any matter relating to any of the TPT Corporations, has: (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or violated any provision of the Foreign Corrupt Practices Act of 1977, as amended; or (iii) made any other unlawful payment.
(e) No product or product candidate manufactured, tested, distributed, held or marketed by or on behalf of any of the TPT Corporations has been recalled, withdrawn, suspended or discontinued (whether voluntarily or otherwise) since October 4, 2006. At no time since October 4, 2006, has any of the TPT Corporations received notice that any Governmental Body or institutional review board or comparable body has commenced, or threatened to initiate, any proceeding seeking the recall, market withdrawal, suspension or withdrawal of approval, or seizure of any such product or product candidate; the imposition of material sales, marketing or production restriction on any product or product candidate; or the suspension, termination or other restriction of preclinical or clinical research by or on behalf of any of the TPT Corporations, including any action regarding any investigator participating in any such research, nor is any such proceeding pending. TPT has, prior to the execution of this Agreement, provided to Raptor all information about serious adverse drug experiences since October 4, 2006 obtained or otherwise received by any of the TPT Corporations from any source, in the United States or outside the United States, including information derived from clinical investigations prior to any market authorization approvals, commercial marketing experience, postmarketing clinical investigations, postmarketing surveillance studies or registries, reports in the scientific literature, and unpublished scientific papers relating to any product or product candidate manufactured, tested, distributed, held or marketed by any of the TPT Corporations or any of their licensors or licensees in the possession of any of the TPT Corporations (or to which any of them has access), except for any adverse drug experiences that would not, or would not reasonably be expected to, individually or in the aggregate, have a TPT Material Adverse Effect.
(f) None of the TPT Corporations, or, to TPT’s Knowledge, Persons acting in concert with or on behalf of any TPT Corporation, or, to TPT’s Knowledge, any officers, employees or agents of the same has with respect to any product that is manufactured, tested, distributed, held or marketed by or on behalf of any of any TPT Corporation made an untrue statement of a material Permitfact or fraudulent statement to the FDA, the EMEA or any other Governmental Body, failed to disclose a material fact required to be disclosed to the FDA, the EMEA or any other Governmental Body, or committed an act, made a statement, or failed to make a statement that, at the time such disclosure was made, would reasonably be expected to provide a basis for the FDA to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities” set forth in 56 Fed. Reg. 46191 (September 10, 1991) or for the EMEA or any other Governmental Body to invoke any similar policy.
(g) All preclinical safety pharmacology and toxicology studies and all clinical studies relating to product or product candidates, conducted by or on behalf of any TPT Corporation have been, or are being, conducted in compliance with the applicable requirements of the FDA’s Good Laboratory Practice and Good Clinical Practice requirements, including regulations under 21 C.F.R. Parts 50, 54, 56, 58, 312 and applicable guidance documents, as amended from time to time, the Animal Welfare Act, and all applicable similar requirements in other jurisdictions, and all requirements relating to protection of human subjects.
(h) TPT (or another TPT Corporation) and its Affiliates have filed with the FDA, the EMEA, any other Governmental Authority, and any institutional review board or comparable body, all filings, reports, responses, required notices, supplemental applications, and annual or other reports, responses to requests for information or other submissions required by applicable Legal Requirement, or requested by FDA, EMEA or any other Governmental Body having jurisdiction over any TPT Corporation or their respective businesses and/or clinical trials and applications, including but not limited to all reports of clinical trials, reports of adverse consequences or adverse reactions, and similar reports regarding the conduct of and results of clinical trials, each investigational new drug application or any comparable foreign regulatory application, including any such report related to the manufacture, testing, study, or sale of any product or product candidate, as applicable.
(i) TPT (or another TPT Corporation) and its Affiliates have maintained and currently maintain all records, documents, reports and other information required under FDA guidance to support any IND, NDA or ANDA applications for each product under development or undergoing clinical trial, including without limitation, all records, documents and other information related to Good Laboratory Practice, Good Clinical Practice, or Good Manufacturing Practice for each such product or proposed product; all records relating to the qualification and selection of clinical investigators; all records related to the qualification and selection of, and informed Consent given by, each participant in any trial; and all clinical reports or records and analysis of clinical trial results.
(j) TPT (or another TPT Corporation) and its Affiliates have manufactured all products used in clinical trials in accordance with Good Manufacturing Practice, and have maintained all records regarding purity, concentration, and shelf life, allocation of product to investigators, and recovery or destruction of outdated or unused clinical trial product.
Appears in 1 contract
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed in Section 3.9)Since March 1, laws concerning employee benefits (which are addressed in Section 3.10)1996, and Environmental Laws (which are addressed in Section 3.14):to Seller's Knowledge from September 3, 1995 to February 29, 1996:
(i) each Longhorn Entity Except as set forth on Schedule 6.14(a)(i), the Company is, and at all times since January March 1, 2010 1996 and between September 3, 1995 and February 29, 1996 has been, in material compliance in all material respects with each Legal Requirement that is or was applicable to itit or to the conduct or operation of its business or the ownership or use of any of its assets, and has every Governmental Authorization required in connection therewith;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except except as set forth on Schedule 3.11(b6.14(a)(ii), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) is reasonably likely to (iA) may constitute or result directly or indirectly in a material violation by any Longhorn Entity the Company of, or a failure on the part of the Company to materially comply with, any Longhorn Entity Legal Requirement, or (B) may give rise to any obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and
(iii) the Company has not received any written notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any material Permits Legal Requirement (except as set forth on Schedule 6.15(a) hereto), or (iiB) result directly any actual, alleged, possible, or indirectly potential obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.
(b) Schedule 6.14(b) hereto contains a complete and accurate list of each Governmental Authorization held at the headquarters of the Company in Denver, Colorado that relates to the revocation, withdrawal, suspension, cancellation or termination business of, or the assets owned or used by the Company. Each Governmental Authorization listed or required to be listed in Schedule 6.14(b) hereto (the "Listed Governmental Authorizations") is valid and in full force and effect. The Listed Governmental Authorizations collectively constitute the Governmental Authorizations necessary to permit the Company to conduct and operate its business in the manner it currently conducts and operates such business and to permit the Company to own and use its assets in the manner in which it currently owns and uses such assets, in each case in material compliance with Legal Requirements.
(c) Neither Seller nor the Company has Knowledge of any modification toproposed Legal Requirement which would be applicable to the Company's business, any material Permitoperations or properties and which might adversely affect the Company's prospects, operations or properties, either before or after the Closing.
(d) Except as set forth in Schedule 6.14(d) attached hereto:
(i) the Company is, and at all times since March 1, 1996, and to Seller's Knowledge from September 3, 1995 to February 29, 1995 has been, in substantial
Appears in 1 contract
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):Part 4.14 of the Primal Disclosure Letter:
(i) each Longhorn Entity Acquired Company is, and at all times since January 1June 17, 2010 1996, has been, in compliance in all material respects with each Legal Requirement that is or was applicable to itit or to the conduct or operation of its business or the ownership or use of any of its assets, and no failure to comply with any such Legal Requirement has had or could have a Primal Material Adverse Effect;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of SellerPrimal, no event has occurred or circumstance exists that (with or without notice or lapse of time) is reasonably likely to (iA) may constitute or result directly or indirectly in a material violation by any Longhorn Entity Acquired Company of, or a failure on the part of any Longhorn Entity Acquired Company to comply with, any material Permits Legal Requirement, or (B) may give rise to any obligation on the part of any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and
(iii) no Acquired Company has received, at any time since June 17, 1996, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.
(b) Part 4.14 of the Primal Disclosure Letter contains a complete and accurate list of each Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, any Acquired Company. Each Governmental Authorization listed or required to be listed in Part 4.14 of the Primal Disclosure Letter is valid and in full force and effect. Except as set forth in Part 4.14 of the Primal Disclosure Letter:
(i) each Acquired Company is, and at all times since June 17, 1996, has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 4.14 of the Primal Disclosure Letter;
(ii) no event has occurred or circumstance exists that may (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 term or requirement of any Governmental Authorization listed or required to be listed in Part 4.14 of the Primal Disclosure Letter, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation cancellation, or termination of, or any modification to, any material PermitGovernmental Authorization listed or required to be listed in Part 4.14 of the Primal Disclosure Letter;
(iii) no Acquired Company has received, at any time since June 17, 1996, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and
(iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Part 4.14 of the Primal Disclosure Letter have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. To the Knowledge of Primal, the Governmental Authorizations listed in Part 4.14 of the Primal Disclosure Letter collectively constitute all of the Governmental Authorizations necessary to permit the Acquired Companies lawfully to conduct and operate their businesses in the manner they currently conduct and operate such businesses and to permit the Acquired Companies to own and use their assets in the manner in which they currently own and use such assets.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Avery Communications Inc)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9)Part 4.8 of the Xxxxxxxxxx Disclosure Letter or as would not, laws concerning employee benefits (which are addressed individually or in Section 3.10)the aggregate, and Environmental Laws (which are addressed in Section 3.14):
have a Xxxxxxxxxx Material Adverse Effect: (i) each Longhorn Entity Each of the Acquired Companies is, and at all times since January 1, 2010 2012 has been, in compliance in all material respects with each Legal Requirement that is or was applicable to it;
it or to the conduct or operation of its business or the ownership or use of any of its assets; (ii) no event has occurred or circumstance exists (with or without notice or lapse None of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity Acquired Companies has received, at any time since January 1, 20102012, any written or other notice or other communication (whether oral or written) from any Governmental Entity Body or any other Person regarding (A) any actual actual, alleged, possible, or alleged potential material violation of, or material failure to comply with, any Legal Requirement applicable it Requirement, or (B) any actual actual, alleged, possible, or alleged material potential obligation on the part of any Longhorn Entity.
of the Acquired Companies to undertake, or to bear all or any portion of the cost of, any material remedial action of any nature. (b) Except Part 4.8 of the Xxxxxxxxxx Disclosure Letter contains a complete and accurate list of each Governmental Authorization that is held by any of the Acquired Companies and necessary to conduct the Business as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are currently conducted. Each Governmental Authorization listed in Part 4.8 of the Xxxxxxxxxx Disclosure Letter is valid and in full force and effect. Except as set forth in Part 4.8 of the Xxxxxxxxxx Disclosure Letter: (i) Each of the Acquired Companies is, and each Longhorn Entity is and at all times since January 1, 2010 2012 has been been, in compliance in all material respects with all material Permits. No Longhorn Entity of the terms and requirements of each Governmental Authorization identified in Part 4.8 of the Xxxxxxxxxx Disclosure Letter; and (ii) None of the Acquired Companies has received received, at any time since January 1, 2012, any notice to the effect thator other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or otherwise been advised of (i) any actual or alleged potential material violation of, of or material failure to comply withwith any term or requirement of any Governmental Authorization, any material Permits or (iiB) any actual actual, proposed, possible, or alleged potential revocation, withdrawal, suspension, cancellation or cancellation, termination of, or modification to any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) is reasonably likely to (i) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, or a failure on the part of any Longhorn Entity to comply with, any material Permits or (ii) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit.Governmental Authorization; and 17
Appears in 1 contract
Samples: Stock Purchase Agreement
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), Purchaser and Environmental Laws (which are addressed in Section 3.14):
(i) each Longhorn Entity isits Subsidiaries are, and at all times since January 1, 2010 has 2004, have been, to the Knowledge of Purchaser, in compliance in with all material respects with each Legal Requirement Requirements that is are or was were applicable to it;
(ii) no event has occurred the operation of their business or circumstance exists (with the ownership or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part use of any Longhorn Entity of their assets, other than any such non-compliance that would not reasonably be expected to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has have a Purchaser Material Adverse Effect. Purchaser and its Subsidiaries have not received, at any time since January 1, 20102004, any written or other notice or other communication from any Governmental Entity Authority or any other Person regarding (A) any actual actual, alleged or alleged potential violation of, of or failure to comply with, with any Legal Requirement applicable it or (B) Requirement, other than any actual or alleged material obligation on the part of any Longhorn Entitysuch non-compliance that would not reasonably be expected to have a Purchaser Material Adverse Effect.
(b) Except as set forth on Schedule 3.11(b)Purchaser and its Subsidiaries are, each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been 2004, have been, to the Knowledge of Purchaser, in compliance in all material respects with all material Permitseach Governmental Authorization held by Purchaser and its Subsidiaries, other than any such non-compliance that would not reasonably be expected to have a Purchaser Material Adverse Effect. No Longhorn Entity Purchaser has received not received, at any time since January 1, 2004, any written notice to the effect that, or otherwise been advised of other communication from any Governmental Authority or other Person regarding (i) any actual actual, alleged or alleged material potential violation of, of or failure to comply withwith any term or requirement of any such Governmental Authorization, any material Permits or (ii) any actual actual, proposed, or alleged potential revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of such Governmental Authorization, other than any proceeding such non-compliance that would not reasonably be expected to do any of the foregoinghave a Purchaser Material Adverse Effect. To the Knowledge of SellerPurchaser, no event the Governmental Authorizations held by Purchaser and its Subsidiaries collectively constitute all of the material Governmental Authorizations necessary to permit Purchaser and its Subsidiaries to lawfully conduct and operate their businesses in the manner they are currently conducted.
(c) To the Knowledge of Purchaser, neither Purchaser, any Subsidiary of Purchaser, any director, officer, manager, agent or employee of Purchaser or any Subsidiary of Purchaser, nor any other Person acting for or on behalf of Purchaser or any Subsidiary of Purchaser, has occurred or circumstance exists that (with or without notice or lapse of time) is reasonably likely to (i) constitute or result directly or indirectly in a material violation by any Longhorn Entity ofviolated the Foreign Corrupt Practices Act of 1977, or a failure on the part of any Longhorn Entity to comply with, any material Permits or (ii) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination ofas amended, or any modification tosimilar Legal Requirement, other than any material Permitsuch non-compliance that would not reasonably be expected to have a Purchaser Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Clarcor Inc)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):Part 3.14 of the Disclosure Letter:
(i) each Longhorn Entity Acquired Company is, and at all times since January 1, 2010 1998 has been, in full compliance in all material respects with each Legal Requirement that is or was applicable to itit or to the conduct or operation of its business or the ownership or use of any of its assets;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) is reasonably likely to (iA) may constitute or result directly or indirectly in a material violation by any Longhorn Entity Acquired Company of, or a failure on the part of any Longhorn Entity Acquired Company to comply with, any material Permits Legal Requirement, or (B) may give rise to any obligation on the part of any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and
(iii) no Acquired Company has received, at any time since January 1, 1998, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.
(b) Part 3.14 of the Disclosure Letter contains a complete and accurate list of each Governmental Authorization that is held by any Acquired Company or that otherwise relates to the business of, or to any of the assets owned or used by, any Acquired Company. Each Governmental Authorization listed or required to be listed in Part 3.14 of the Disclosure Letter is valid and in full force and effect. Except as set forth in Part 3.14 of the Disclosure Letter:
(i) each Acquired Company is, and at all times since January 1, 1998 has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.14 of the Disclosure Letter;
(ii) no event has occurred or circumstance exists that may (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 term or requirement of any Governmental Authorization listed or required to be listed in Part 3.14 of the Disclosure Letter, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation cancellation, or termination of, or any modification to, any material PermitGovernmental Authorization listed or required to be listed in Part 3.14 of the Disclosure Letter;
(iii) no Acquired Company has received, at any time since January 1, 1998, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and
(iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Part 3.14 of the Disclosure Letter have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Part 3.14 of the Disclosure Letter collectively constitute all of the Governmental Authorizations necessary to permit the Acquired Companies to lawfully conduct and operate their businesses in the manner they currently conduct and operate such businesses and to permit the Acquired Companies to own and use their assets in the manner in which they currently own and use such assets.
Appears in 1 contract
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):
Except as set forth on Schedule 2.15(a): (i) each Longhorn Entity the Company is, and at all times since January 1, 2010 2001 has been, in material compliance in all material respects with each Legal Requirement that is or was applicable to it;
it or to the conduct or operation of the Business, including its reimbursement, marketing, billing and collection practices; (ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely notwithstanding any qualifications as to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as and materiality set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of subsection (ia)(i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Sellerabove, no event has occurred or circumstance exists that (with or without notice or lapse of time) may give rise to any obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any repayment of overpayments made to the Company by Medicare, Medicaid or any other governmentally funded health care reimbursement program or payment of penalties or other amounts in connection therewith; (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may give rise to any obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any Remedial Action of any material nature; and (iv) the Company has not received, at any time since January 1, 2001, any notice or other communication (whether oral or written) from any Governmental Body regarding (A) any actual or alleged material violation of, or material failure to comply with, any Legal Requirement, (B) any actual or alleged obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any Remedial Action of any material nature, or (C) any obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any repayment of overpayments made to the Company by Medicare, Medicaid or any other governmentally funded health care reimbursement program or payment of penalties or other amounts in connection therewith. Neither Seller nor the Company has received notice of any material change and does not have Knowledge of any potential material change in its status as a Medicare or Medicaid participating supplier with Medicare or Medicaid. Neither the Seller nor the Company, nor, to the Knowledge of Company, any officer, director, employee, contractor or vendor of any of them, is reasonably likely now or has ever been suspended or excluded from participation in Medicare, Medicaid or any other governmentally funded health care reimbursement program.
(b) The Company holds all Governmental Authorizations that are material to operation of the Business, including those necessary to be a Medicare or Medicaid participating supplier. Each Governmental Authorization material to operation of the Business is valid and in full force and effect. Except as set forth on Schedule 2.15(b): (i) the Company is, and at all times since January 1, 2001, has been, in material compliance with the terms and requirements of each Governmental Authorization material to operation of the Business; (ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, of or a failure on the part to comply with any material term or requirement of any Longhorn Entity Governmental Authorization material to comply with, any material Permits operation of the Business or (iiB) result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any Governmental Authorization material Permitto operation of the Business; (iii) the Company has not received, at any time since January 1, 2001, any notice or other communication (whether oral or written) from any Governmental Body regarding (A) any actual or alleged violation of or failure to comply with any term or requirement of any Governmental Authorization or (B) any actual or proposed revocation, withdrawal, suspension, cancellation, termination of or modification or restriction to any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorizations material to operation of the Business have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies.
(c) Notwithstanding any disclosure made elsewhere herein, since January 1, 2001, neither Seller nor the Company has engaged in any activities, nor, to the Knowledge of Company, has any event occurred or circumstance existed, which would constitute or give rise to a material violation of, or subject Seller or the Company to mandatory or permissive exclusion under, 31 U.S.C. §3729, or 42 U.S.C. §§1320a-7, 1320a-7a or §1320a-7b or any regulation promulgated thereunder, or any comparable state or local statutes or regulations, or which are prohibited by rules of professional conduct including, but not limited to, the following: (i) making or causing to be made a materially false statement or representation of a material fact in any application for any benefit or payment; (ii) making or causing to be made any materially false statement or representation of a material fact for use in determining rights to any benefit or payment; (iii) any failure by a claimant to disclose knowledge of the occurrence of any material event affecting the initial or continued right to any benefit or payment on its own behalf or on behalf of another, with the intent to fraudulently secure such benefit or payment; and (iv) offering or paying, or soliciting or receiving, any remuneration (including and kickback, bribe or rebate) directly or indirectly, overtly or covertly, in cash or in kind, or offering to pay or receive such remuneration (I) in return for referring an individual to a Person for the furnishing or arranging for the furnishing of any item or service for which payment may be made in whole or in part by Medicare, Medicaid or any other federal or state health care program, as defined in such statutes and regulations, or (II) in return for or to induce purchasing, leasing or ordering or arranging for, or recommending, purchasing, leasing or ordering any good, facility, service or item for which payment may be made in whole or in part by Medicare, Medicaid or any other federal or state health care program, as defined in such statutes and regulations.
(d) This Section 2.15 does not pertain to matters concerning any Environmental Law or Environmental, Health and Safety Liabilities, which, for purposes of this Agreement, are exclusively addressed in Section 2.22 hereof.
Appears in 1 contract
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect Except as set forth in Part 4.13(a) of the Disclosure Schedule or as would not reasonably be expected to laws concerning Taxes (which are addressed in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):have a Material Adverse Effect:
(i) each Longhorn Entity Acquired Company is, and at all times since January 1May 17, 2010 2004, has been, in compliance in all material respects with each Legal Requirement that is or was applicable to it;it or to the conduct or operation of its business or the ownership or use of any of its assets, and the operative facilities of the Acquired Companies have been constructed, and any subsequent alterations or extensions thereof have been carried out, in compliance with all applicable legal provisions and orders by public authorities (in particular as regards zoning law, building law and trade law).
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) is reasonably likely to (iA) may constitute or result directly or indirectly in a material violation by any Longhorn Entity Acquired Company of, or a failure on the part of any Longhorn Entity Acquired Company to comply with, any material Permits Legal Requirement, or (B) may give rise to any material obligation on the part of any Acquired Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and
(iii) no Acquired Company has received, at any time since May 17, 2004, any written notice or other written communication from any Governmental Body regarding any pending (A) actual or alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (B) actual or alleged, possible, or potential obligation on the part of any Acquired Company to undertake, or to bear all or any portion of cost of, any remedial action of any nature.
(b) Part 4.13(b) of the Disclosure Schedule contains a complete and accurate list of each material Governmental Authorization that is held by any Acquired Company. Each Governmental Authorization listed or required to be listed in Part 4.13 of the Disclosure Schedule is valid and in full force and effect. Except as set forth in Part 4.13 of the Disclosure Schedule or as would not reasonably be expected to have a Material Adverse Effect:
(i) each Acquired Company is, and at all times since May 17, 2004, has been, in compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 4.13 of the Disclosure Schedule;
(ii) no event has occurred or circumstance exists that reasonably could (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 term or requirement of any Governmental Authorization listed or required to be listed in Part 4.13 of the Disclosure Schedule, or (B) result directly or indirectly in the revocation, withdrawal, suspension, cancellation cancellation, or termination of, or any modification to, any material PermitGovernmental Authorization listed or required to be listed in Part 4.13 of the Disclosure Schedule;
(iii) no Acquired Company has received, at any time since May 17, 2004, any notice or other communication in writing from any Governmental Body regarding any (A) actual or alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) actual or proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and
(iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Part 4.13(b) of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Part 4.13(b) of the Disclosure Schedule collectively constitute all of the Governmental Authorizations necessary to permit the Acquired Companies to lawfully conduct and operate their businesses in the manner they currently conduct and operate such businesses and to permit the Acquired Companies to own and use their assets in the manner in which they currently own and use such assets.
(c) Since May 17, 2004 none of the Acquired Companies has obtained any grants, state aids, subsidies, state loans or tax allowances. There is no obligation of any repayment under any grant, state aid, subsidy, state loan or tax allowances.
Appears in 1 contract
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):
(i) each Longhorn Entity Seller is, and at all times has been since January 1, 2010 has beenits inception, in compliance in all material respects with each Legal Requirement that is or was applicable compliance, and since December 31, 2015 and prior to it;
(ii) such date, to Seller’s Knowledge, no event has occurred and no condition or circumstance exists that would reasonably be expected to (with or without notice or lapse of time) (A) cause Seller to fail to be in compliance, with each Legal Requirement or Healthcare Law that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part conduct of its business as currently conducted or the ownership or use of any Longhorn Entity; and
(iii) no Longhorn Entity of its assets. Seller has received, at any time since January 1, 2010, not received any written or other notice or other communication from any Governmental Entity Body regarding any actual, alleged, possible or any other Person regarding (A) any actual or alleged potential material violation of, or material failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on Healthcare Law, except in each case where the part of any Longhorn Entityfailure to be in compliance would not have a Material Adverse Effect.
(b) Except as set forth on Schedule 3.11(b)Seller holds all of the material Governmental Authorizations it believes necessary to enable Seller to conduct its business in the manner in which such business is currently being conducted, each Longhorn Entity possesses all material Permits, and all such material Permits Governmental Authorizations are valid and in full force and effect, and each Longhorn Entity . Seller is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice such Governmental Authorizations and, since December 31, 2015 and prior to the effect thatsuch date, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller’s Knowledge, no event has occurred or circumstance exists that would reasonably be expected to (with or without notice or lapse of time) result in the termination or material adverse modification of any such Governmental Authorization.
(c) Neither Seller, and (to the Knowledge of Seller) no director, officer, agent or employee of Seller, has (a) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (b) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or violated any provision of any anti-corruption law, including the Foreign Corrupt Practices Act of 1977, as amended, or (c) made any other unlawful payment.
(d) Seller has not made an untrue statement of a material fact or fraudulent statement to the FDA or any other Governmental Body, failed to disclose a material fact required to be disclosed to the FDA or any other Governmental Body, or committed an act, made a statement, or failed to make a statement that, at the time such disclosure was made, could reasonably be expected to provide a basis for the FDA or any other Governmental Body to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities”, set forth in 56 Fed. Reg. 46191 (September 10, 1991) or any similar policy.
(e) None of Seller, or to the Knowledge of Seller, any officer, employee or agent of Seller, has been convicted of any crime or engaged in any conduct for which debarment is mandated by 21 U.S.C. § 335a(a) or any similar Legal Requirement or authorized by 21 U.S.C. § 335a(b) or any similar Legal Requirement by a Governmental Body. To Seller’s Knowledge, none of Seller, or any officer, employee or agent of Seller, has been convicted of any crime or engaged in any conduct for which such Person could be excluded from participating in the federal health care programs under Section 1128 or Section 1877 of the Social Security Act of 1935, in each case, as amended, or any similar Legal Requirement. To Seller’s Knowledge, none of Seller, or any officer, employee or agent of Seller, has engaged in any conduct that could subject such Person to a civil money penalty or criminal penalty under Sections 1128A or 1128B of the Social Security Act or any similar Legal Requirement. None of Seller, or any officer, employee or agent of Seller, has been disqualified or restricted by the FDA pursuant to 21 C.F.R. 312.70, 21 C.F.R. 812.119, or any similar Legal Requirement. Seller has provided all information to Purchaser necessary to comply with any disclosure requirements mandated by the FDA or other Governmental Body with respect to the Seller Products, including any information required to be disclosed in connection with any financial relationship between the Parties and any other agents or employees.
(f) Seller has obtained valid informed consents permitting Seller to transfer any patient samples provided to Purchaser within the Transferred Assets and such patient samples may be used by Seller in the same manner and for the same purposes as were used by Seller as of Closing.
(g) To Seller’s Knowledge, there are no facts, circumstances or conditions that would reasonably likely be expected to form the basis for any Legal Proceeding or imposition of any penalties against or affecting Seller in any material respect relating to or arising under a Healthcare Law.
(h) Seller has not received any written notice that the FDA or any other Governmental Body has (A) commenced, or threatened to initiate, any action to request the recall of any product, (B) commenced, or threatened to initiate, any action to enjoin reprocessing or distribution of any product, or (C) commenced, or threatened to initiate, any action to enjoin the reprocessing or distribution of any medical device produced at any facility where any product is reprocessed, tested, or held.
(i) constitute All Regulatory Approvals owned or result directly or indirectly controlled by Seller are listed in Part 2.9(l) of the Disclosure Schedule. The Seller’s laboratory has valid federal and state licenses, permits, registrations and certificates of compliance as a material violation by CLIA-approved laboratory in all jurisdictions listed on Part 2.9(l) of the Disclosure Schedule (“CLIA Certificates”), which are all the licenses, permits, registrations and certificates required for the operation of the Business as a CLIA-approved laboratory. Seller has not received any Longhorn Entity of, or a failure on the part notification of any Longhorn Entity dispute or challenge or potential dispute or challenge to comply withthe validity of any such CLIA Certificates and the Seller is not aware of any circumstances which may lead to the validity being challenged or disputed or the early termination of any such CLIA Certificates, from any material Governmental Body. Except as listed on Part 2.9(l) of the Disclosure Schedule, Seller does not possess any CLIA licenses, permits, registrations or certificates of compliance or any registrations, clearances or approvals issued under the FD&C Act (collectively, “Laboratory Permits”). No Laboratory Permits or (ii) result directly or indirectly are required for Seller to conduct the Business. As of the date hereof, neither Seller’s facilities nor any of its records have been inspected by the FDA. Seller has neither conducted any clinical studies in the revocation, withdrawal, suspension, cancellation or termination of, or United States nor sponsored the conduct of any modification to, any material Permitclinical research in the United States that is subject to FDA regulation since its incorporation.
Appears in 1 contract
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9)3.12(a) of the Seller Disclosure Letter, laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):
(i) each Longhorn Acquired Entity is, and at all times since January 1, 2010 has been, is in material compliance in all material respects with each Legal Requirement (other than compliance with Environmental Laws, which are addressed exclusively in Section 3.17) that is or was applicable to it;
it or to the conduct or operation of its business or the ownership or use of any of its Assets; (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) that is could reasonably likely be expected to constitute or result in a material violation by any Longhorn such Acquired Entity of, or a material failure on the part of any Longhorn such Acquired Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to in any material obligation on the part of respect, with any Longhorn Entitysuch Legal Requirement; and
and (iii) no Longhorn such Acquired Entity has received, at any time since January 1, 2010, not received any written or other notice or other communication from any Governmental Entity Body or any other Person regarding (A) any actual actual, alleged, possible, or alleged potential violation of, or failure to comply with, any such Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn EntityRequirement.
(b) Except as set forth on Schedule 3.11(b)Section 3.12(b) of the Seller Disclosure Letter contains a complete and accurate list of each material Governmental Authorization that is held, or required to be held, by or for the benefit of each Longhorn Entity possesses all material Permits, all such material Permits are Acquired Entity. Each Governmental Authorization listed or required to be listed in Section 3.12(b) of the Seller Disclosure Letter is valid and in full force and effect. Except as set forth in Section 3.12(b) of the Seller Disclosure Letter:
(i) Each Acquired Entity is, and each Longhorn Entity is and at all times since January 1the issuance of each Governmental Authorization identified or required to be identified in Section 3.12(b) of the Seller Disclosure Letter has been, 2010 has been in material compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to of the effect that, or otherwise been advised terms and requirements of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or each such Governmental Authorization;
(ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding With respect to do any of the foregoing. To the Knowledge of Sellereach Acquired Entity, no event has occurred or circumstance exists that (with or without notice or lapse of time) is could reasonably likely be expected to (iA) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, of or a failure on the part to comply with any term or requirement of any Longhorn Entity Governmental Authorization listed or required to comply withbe listed in Section 3.12(b) of the Seller Disclosure Letter, any material Permits or (iiB) result directly or indirectly in the revocation, withdrawal, suspension, cancellation cancellation, or termination of, or any modification to, any material PermitGovernmental Authorization listed or required to be listed in Section 3.12(b) of the Seller Disclosure Letter;
(iii) No Acquired Entity has received any written or other notice from any Governmental Body regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization listed or required to be listed in Section 3.12(b) of the Seller Disclosure Letter, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization listed or required to be listed in Section 3.12(b) of the Seller Disclosure Letter;
(iv) With respect to each Acquired Entity, all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Section 3.12(b) of the Seller Disclosure Letter have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies; and
(v) The Governmental Authorizations held by or for the benefit of each Acquired Entity, including, without limitation, those listed in Section 3.12(b) of the Seller Disclosure Letter, collectively constitute all of the Governmental Authorizations necessary to permit each Acquired Entity to lawfully conduct and operate its respective Solar Power Project and related business in the manner it currently conducts and operates such Solar Power Project and such business and to permit such Acquired Entity to own and use its Assets in the manner in which it currently owns and uses such Assets.
Appears in 1 contract
Samples: Membership Interest Purchase and Sale Agreement (Atlantic Tele Network Inc /De)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):Part 3.14 of the Universal Disclosure Letter:
(i) each Longhorn Entity is, Universal is and at all times since January 1, 2010 has been, been in full compliance in all material respects with each Legal Requirement that is or was applicable to it;it or to the conduct or operation of its business or the ownership or use of any of its assets,
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by Universal of, or a failure on the part of Universal to comply with, any Legal Requirement, or (B) may give result in any obligation on the part of Universal to undertake, or to pay all or any portion of the cost of, any remedial action of any nature, including pursuant to any Environmental, Health, and Safety Liability; and
(iii) Universal has not received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any Legal Requirement, or (B) any actual, alleged, possible, or potential obligation on the part of Universal to undertake, or to pay all or any portion of the cost of, any remedial action of any nature, including pursuant to any Environmental, Health, and Safety Liability.
(b) Part 3.14 of the Universal Disclosure Letter contains a complete and accurate list of each Governmental Authorization that is reasonably likely held by Universal or that otherwise relates to the business of, or to any of the assets owned or used by, Universal. Each Governmental Authorization listed or required to be listed in Part 3.14 of the Universal Disclosure Letter is valid and in full force and effect. Except as set forth in Part 3.14 of the Universal Disclosure Letter:
(i) Universal is and has been in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.14 of the Universal Disclosure Letter;
(ii) no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, of or a failure on the part to comply with any term or requirement of any Longhorn Entity Governmental Authorization listed or required to comply withbe listed in Part 3.14 of the Universal Disclosure Letter, any material Permits or (iiB) result directly or indirectly in the revocation, withdrawal, suspension, cancellation cancellation, or termination of, or any modification to, any material PermitGovernmental Authorization listed or required to be listed in Part 3.14 of the Universal Disclosure Letter;
(iii) Universal has not received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and
(iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Part 3.14 of the Universal Disclosure Letter have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Part 3.14 of the Universal Disclosure Letter collectively constitute all of the Governmental Authorizations necessary to permit Universal to conduct and operate its business lawfully in the manner Universal currently conducts and operates such business and to permit Universal to own and use its assets in the manner in which Universal currently owns and uses such assets.
Appears in 1 contract
Samples: Stock Acquisition and Reorganization Agreement (Security Asset Capital Corp/Nv)
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):
4.10(a) of the Company Disclosure Letter: (i) each Longhorn Entity isthe Companies are, and at all times since January 1December 31, 2010 has 2009 have been, in compliance in all material respects with each Legal Requirement that is or was applicable to it;
them or to the conduct or operation of their business or the ownership or use of any of their assets; (ii) no event has occurred or circumstance exists (with or without notice or lapse of time) that (A) that is reasonably likely to constitute constitutes or result results in a material violation by any Longhorn Entity the Companies of, or a material failure on the part of the Companies to materially comply in any Longhorn Entity to comply respect with, any Legal Requirement applicable to it Requirement, or (B) that is reasonably likely to may give rise to any material obligation on the part of the Companies to undertake, or to bear all or any Longhorn Entityportion of the cost of, any remedial action of any nature for violation of a Legal Requirement; and
and (iii) no Longhorn Entity has the Companies have not received, at any time since January 1December 31, 2010, any written or other notice or other written communication from any Governmental Entity Body or any other Person regarding (A) any actual or alleged material violation of, or failure to materially comply with, any Legal Requirement applicable it Requirement, or (B) any actual or alleged material obligation on the part of the Companies to undertake, or to bear all or any Longhorn Entity.portion of the cost of, any remedial action of any nature for violation of a Legal Requirement;
(b) Except as set forth on Schedule 3.11(b), Section 4.10(b) of the Company Disclosure Letter contains a complete and accurate list of each Longhorn Entity possesses all material Permits, all such material Permits are Governmental Authorization that is held by the Companies. Each Governmental Authorization listed or required to be listed in Section 4.10(b) of the Company Disclosure Letter is valid and in full force and effect. Except as set forth in Section 4.10(b) of the Company Disclosure Letter: (i) the Companies are, and each Longhorn Entity is and at all times since January 1December 31, 2010 has been 2009 have been, in material compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to of the effect that, or otherwise been advised terms and requirements of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or each Governmental Authorization held by the Companies; (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of Seller, no event has occurred or circumstance exists that (with A) constitutes or without notice or lapse of time) is reasonably likely to (i) constitute or result results directly or indirectly in a material violation by any Longhorn Entity of, or a material failure on the part to comply with any term or requirement of any Longhorn Entity to comply withGovernmental Authorization held by the Companies, any material Permits or (iiB) may result directly or indirectly in the revocation, withdrawal, suspension, cancellation or termination of, or any material modification to, any Governmental Authorization held by the Companies; (iii) the Companies have not received, at any time since December 31, 2010, any written notice from any Governmental Body regarding (A) any actual or alleged material Permitviolation of or material failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual or proposed revocation, withdrawal, suspension, cancellation, termination of, or material modification to any Governmental Authorization; and (iv) all applications required to have been filed for the renewal of the Governmental Authorization held by the Companies have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Section 4.10(b) of the Company Disclosure Letter collectively constitute all of the material Governmental Authorizations necessary to permit the Companies to lawfully conduct and operate their businesses in substantially the same manner each currently conducts and operates such business and to permit the Companies to own and use their respective assets in the same manner in which they currently own and use such assets. The Companies possess, and immediately prior to the Closing will possess, all Governmental Authorizations necessary to permit the Companies to lawfully conduct and operate their businesses in substantially the same manner each currently conducts and operates such business and to permit the Companies to own and use their respective assets in the same manner in which they currently own and use such assets.
(c) Neither the Companies nor, to the Knowledge of the Companies, any officer or director of the Companies, or any agent acting on behalf of the Companies, has provided, directly or indirectly, anything of value (including payments or discounts to customers or clients or employees of customers or clients) for purposes of obtaining or retaining business, or taken any action, or failed to take any action, in violation of any applicable Legal Requirements prohibiting the payment of undisclosed commissions or bonuses or the making of bribes or incentive payments or other arrangements of a similar nature, including the U.S. Foreign Corrupt Practices Act.
Appears in 1 contract
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):Part 3.14 of the Disclosure Letter:
(i) each Longhorn Entity to the best of Sellers' knowledge, the Company is, and at all times since January 1times, 2010 has been, in full compliance in all material respects with each Legal Requirement that is or was applicable to itit or to the conduct or operation of its business or the ownership or use of any of its assets;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised best of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of SellerSellers' knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) in any material respect (A) may constitute or result in a violation by the Company of, or a failure on the part of the Company to comply with, any Legal Requirement, or (B) may give rise to any obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and
(iii) the Company has not received, at any time, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of, or failure to comply with, any material Legal Requirement, or (B) any actual, alleged, possible, or potential material obligation on the part of the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.
(b) Part 3.14 of the Disclosure Letter contains a complete and accurate list of each Governmental Authorization 18 that is reasonably likely held by the Company or that otherwise relates to the business of, or to any of the assets owned or used by, the Company (all of which authorizations have been delivered to Buyer). Each Governmental Authorization listed or required to be listed in Part 3.14 of the Disclosure Letter is valid and in full force and effect. Except as set forth in Part 3.14 of the Disclosure Letter:
(i) to the best of Sellers' knowledge, the Company is, and at all times has been, in full compliance with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Part 3.14 of the Disclosure Letter;
(ii) to the best of Sellers' knowledge, no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, of or a failure on the part to comply with any term or requirement of any Longhorn Entity Governmental Authorization listed or required to comply withbe listed in Part 3.14 of the Disclosure Letter, any material Permits or (iiB) result directly or indirectly in the revocation, withdrawal, suspension, cancellation cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Part 3.14 of the Disclosure Letter;
(iii) the Company has not received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential material Permitviolation of or failure to comply with any term or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or modification to any Governmental Authorization; and
(iv) all applications, if any, required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Part 3.14 of the Disclosure Letter have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Part 3.14 of the Disclosure Letter collectively constitute all of the Governmental Authorizations necessary to permit the Company to lawfully conduct and operate their businesses in the manner they currently conduct and operate such businesses and to permit the Company to own and use their assets in the manner in which they currently own and use such assets except where the failure to 19 obtain a Governmental Authorization would not result in a material adverse change to the Company.
Appears in 1 contract
Compliance with Legal Requirements; Governmental Authorizations. (a) Other than with respect to laws concerning Taxes (which are addressed Except as set forth in Section 3.9), laws concerning employee benefits (which are addressed in Section 3.10), and Environmental Laws (which are addressed in Section 3.14):3.14(a) of the Disclosure Schedule:
(i) each Longhorn Entity of Parent and the Company is, and at all times since January 1, 2010 2005 has been, in compliance in all material respects with each Legal Requirement that is or was applicable to itit or to the conduct or operation of its business or the ownership or use of any of its assets;
(ii) no event has occurred or circumstance exists (with or without notice or lapse of time) (A) that is reasonably likely to constitute or result in a material violation by any Longhorn Entity of, or a material failure on the part of any Longhorn Entity to comply with, any Legal Requirement applicable to it or (B) that is reasonably likely to give rise to any material obligation on the part of any Longhorn Entity; and
(iii) no Longhorn Entity has received, at any time since January 1, 2010, any written or other notice or other communication from any Governmental Entity or any other Person regarding (A) any actual or alleged violation of, or failure to comply with, any Legal Requirement applicable it or (B) any actual or alleged material obligation on the part of any Longhorn Entity.
(b) Except as set forth on Schedule 3.11(b), each Longhorn Entity possesses all material Permits, all such material Permits are in full force and effect, and each Longhorn Entity is and at all times since January 1, 2010 has been in compliance in all material respects with all material Permits. No Longhorn Entity has received any notice to the effect that, or otherwise been advised of (i) any actual or alleged material violation of, or failure to comply with, any material Permits or (ii) any actual or alleged revocation, withdrawal, suspension, cancellation or termination of, or any modification to, any material Permit or the commencement or threatened commencement of any proceeding to do any of the foregoing. To the Knowledge of SellerMajority Owners, no event has occurred or circumstance exists that (with or without notice or lapse of time) (A) may constitute or result in a violation by Parent or the Company of, or a failure on the part of Parent or the Company to comply with, any Legal Requirement, or (B) may give rise to any obligation on the part of Parent or the Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature; and
(iii) neither Parent nor the Company has received, at any time since January 1, 2005, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential material violation of, or failure to comply in any material respect with, any Legal Requirement, or (B) any actual, alleged, possible, or potential material obligation on the part of it to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.
(b) Section 3.14(b) of the Disclosure Schedule contains a complete and accurate list of each Governmental Authorization that is reasonably likely held by each of Parent and the Company or that otherwise relates to the business of, or to any of the assets owned or used by, the Company. Each Governmental Authorization listed or required to be listed in Section 3.14(b) of the Disclosure Schedule is valid and in full force and effect. Except as set forth in Section 3.14(b) of the Disclosure Schedule:
(i) each of Parent and the Company is, and at all times since January 1, 2005 has been, in compliance in all material respects with all of the terms and requirements of each Governmental Authorization identified or required to be identified in Section 3.14(b) of the Disclosure Schedule;
(ii) to the Knowledge of Majority Owners, no event has occurred or circumstance exists that may (with or without notice or lapse of time) (A) constitute or result directly or indirectly in a material violation by any Longhorn Entity of, of or a failure on the part to comply with any term or requirement of any Longhorn Entity Governmental Authorization listed or required to comply withbe listed in Section 3.14(b) of the Disclosure Schedule, any material Permits or (iiB) result directly or indirectly in the revocation, withdrawal, suspension, cancellation cancellation, or termination of, or any modification to, any Governmental Authorization listed or required to be listed in Section 3.14(b) of the Disclosure Schedule;
(iii) neither Parent nor the Company has received, at any time since January 1, 2005, any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (A) any actual, alleged, possible, or potential violation of or failure to comply with any material Permitterm or requirement of any Governmental Authorization, or (B) any actual, proposed, possible, or potential revocation, withdrawal, suspension, cancellation, termination of, or material modification to any Governmental Authorization; and
(iv) all applications required to have been filed for the renewal of the Governmental Authorizations listed or required to be listed in Section 3.14(b) of the Disclosure Schedule have been duly filed on a timely basis with the appropriate Governmental Bodies, and all other filings required to have been made with respect to such Governmental Authorizations have been duly made on a timely basis with the appropriate Governmental Bodies. The Governmental Authorizations listed in Section 3.14(b) of the Disclosure Schedule collectively constitute all of the Governmental Authorizations necessary to permit the Company and Parent to lawfully conduct and operate its business in the manner they currently conduct and operate such business and to permit the Company to own and use its assets in the manner in which it currently owns and uses such assets.
(c) To the Knowledge of Majority Owners, no current or proposed Legal Requirement will have a material adverse effect on the Company.
Appears in 1 contract
