Common use of Compliance with Legal Requirements Clause in Contracts

Compliance with Legal Requirements. The Company is, and has at all times since its formation been, in compliance with all applicable Legal Requirements, except where the failure to comply with such Legal Requirements has not had and will not have a Material Adverse Effect on the Company. Except as set forth in Part 2.12 of the Disclosure Schedule, the Company has not received any notice or other communication from any Governmental Body regarding any actual or possible violation of, or failure to comply with, any Legal Requirement.

Appears in 4 contracts

Samples: Merger Agreement (Papais Lou A), Merger Agreement (Long Terry J), Merger Agreement (La Man Corporation)

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Compliance with Legal Requirements. The Company is, and has at all times since its formation inception been, in compliance with all applicable Legal Requirements, except where the failure to comply with such Legal Requirements has not had and will not have a Material Adverse Effect on the Company. Except as set forth in Part 2.12 of the Disclosure Schedule, since inception, the Company has not received any notice or other communication from any Governmental Body regarding any actual or possible violation of, or failure to comply with, any Legal Requirement.

Appears in 3 contracts

Samples: Agreement and Plan of Merger and Reorganization (Eloquent Inc), Agreement and Plan of Merger and Reorganization (Clarent Corp/Ca), Agreement and Plan of Merger (Eloquent Inc)

Compliance with Legal Requirements. The Company is, and has at all times since its formation been, in compliance with all applicable Legal Requirements, except where the failure to comply with such Legal Requirements has not had and will not have a Material Adverse Effect on the Company. Except as set forth in Part 2.12 of the Disclosure Schedule, the The Company has not received any notice or other communication from any Governmental Body regarding any actual or possible violation of, or failure to comply with, any Legal Requirement.

Appears in 3 contracts

Samples: Merger Agreement (Digitalthink Inc), Agreement and Plan of Merger (Medical Device Alliance Inc), Stock Purchase Agreement (Asyst Technologies Inc /Ca/)

Compliance with Legal Requirements. The Company is, and has at all times since its formation been, in compliance in all material respects with all applicable Legal Requirements, except where the failure to comply with such Legal Requirements has not had and will not have a Material Adverse Effect on the Company. Except as set forth in Part 2.12 of the Disclosure Schedule, the The Company has not received any notice or other communication from any Governmental Body or any other Person regarding any actual or possible violation of, or failure to comply with, any Legal Requirement.

Appears in 2 contracts

Samples: Merger Agreement (Adac Laboratories), Merger Agreement (Adac Laboratories)

Compliance with Legal Requirements. The Company is, and has at all times since its formation been, in compliance with all applicable Legal Requirements, except where the failure to comply with such Legal Requirements has not had and will could not have reasonably be expected to result in a Company Material Adverse Effect on the CompanyEffect. Except as set forth in Part 2.12 of the Company Disclosure Schedule, the Company has not received any written notice or other communication (including written notices in electronic form) from any Governmental Body regarding any actual or possible violation of, or failure to comply with, any Legal Requirement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Accrue Software Inc), Agreement and Plan of Merger and Reorganization (Accrue Software Inc)

Compliance with Legal Requirements. The Company is, and has at all times since its formation inception been, in compliance with all applicable Legal Requirements, except where the failure to comply with such Legal Requirements has not had and will not have a Material Adverse Effect on the Company. Except as set forth in Part 2.12 of the Company Disclosure Schedule, since its inception the Company has not received any notice or other communication from any Governmental Body regarding any actual or possible violation of, or failure to comply with, any material Legal Requirement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Qualcomm Inc/De), Agreement and Plan of Merger and Reorganization (Maxim Pharmaceuticals Inc)

Compliance with Legal Requirements. The Company is, and has at all times since its formation been, in compliance with all applicable Legal Requirements, except where the failure to comply with such Legal Requirements has not had and will not have a Material Adverse Effect on the Company. Except as set forth in Part 2.12 of the Disclosure Schedule, the Company has not received any notice or other communication from any Governmental Body regarding any actual or possible violation of, or failure to comply with, any Legal Requirement.

Appears in 2 contracts

Samples: Merger Agreement (St. Bernard Software, Inc.), Merger Agreement (Patient Infosystems Inc)

Compliance with Legal Requirements. The Company is, and has at all times since its formation the Company's inception been, in compliance with all applicable Legal Requirements, except where the failure to comply with such Legal Requirements has not had and will could not reasonably be expected to have a Material Adverse Effect on the Company. Except as set forth in Part 2.12 of the Disclosure Schedule, since the Company's inception, the Company has not received any notice or other communication from any Governmental Body regarding any actual or possible material violation of, or material failure to comply with, any Legal Requirement.

Appears in 2 contracts

Samples: Merger Agreement (Softbank Holdings Inc Et Al), Merger Agreement (Messagemedia Inc)

Compliance with Legal Requirements. The Company is, and has at all times since its formation the Company's inception been, in compliance with all applicable Legal Requirements, except where the failure to comply with such Legal Requirements has not had and will not have a Material Adverse Effect on the Company. Except as set forth in Part 2.12 of the Disclosure Schedule, since the Company's inception, the Company has not received any notice or other communication from any Governmental Body regarding any actual or possible violation of, or failure to comply with, any Legal Requirement.

Appears in 2 contracts

Samples: Merger Agreement (Qualcomm Inc/De), Merger Agreement (Messagemedia Inc)

Compliance with Legal Requirements. The Company is, and has at all times since its formation inception been, in compliance with all applicable Legal Requirements, except where the failure to comply with such Legal Requirements has not had had, and will would not have reasonably be expected to have, a Material Adverse Effect on the Company. Except as set forth in Part 2.12 of the Disclosure Schedule, since its inception the Company has not received any notice or other communication from any Governmental Body regarding any actual or possible violation of, or failure to comply with, any Legal Requirement.

Appears in 1 contract

Samples: Merger Agreement (Copper Mountain Networks Inc)

Compliance with Legal Requirements. The Company is, and has at all times since its formation inception been, in compliance with all applicable Legal Requirements, except where the failure to comply with such Legal Requirements has not had and will not (individually or in the aggregate) have a Material Adverse Effect on the Company. Except as set forth in Part 2.12 of the Company Disclosure Schedule, since December 31, 1997 the Company has not received any notice or other communication from any Governmental Body regarding any actual or possible violation of, or failure to comply with, any material Legal Requirement.

Appears in 1 contract

Samples: Merger Agreement (Mitokor)

Compliance with Legal Requirements. The Company is, and has at all times since its formation been, been in compliance with all applicable Legal Requirements, except where the failure to comply with such Legal Requirements has not had and will not have a Material Adverse Effect on the Company. Except as set forth in Part 2.12 of the Disclosure Schedule, the Company has not received any notice or other communication from any Governmental Body regarding any actual or possible violation of, or failure to comply with, any Legal Requirement.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Lightspan Inc)

Compliance with Legal Requirements. The Company is, and has at all times since its formation inception been, in compliance with all applicable Legal Requirements, except where the failure to comply with such Legal Requirements has not had and will not have a Material Adverse Effect on the Company. Except as set forth in Part 2.12 of the Disclosure Schedule, the Company has not received any notice or other communication from any Governmental Body regarding any actual or possible violation of, or failure to comply with, any Legal Requirement.

Appears in 1 contract

Samples: Merger Agreement (FVC Com Inc)

Compliance with Legal Requirements. The Company is, and has been at all times since its formation beentimes, in compliance with all applicable Legal Requirements. No event has occurred, except where and no condition or circumstance exists, that would (with or without notice or lapse of time) constitute or result directly or indirectly in a violation by the Company of, or a failure on the part of the Company to comply with such with, any Legal Requirements has not had and will not have a Material Adverse Effect on the CompanyRequirement. Except as set forth in Part 2.12 of the Disclosure Schedule, the The Company has not never received any notice or other communication from any Governmental Body regarding any actual or possible violation of, or failure to comply with, any material Legal Requirement.

Appears in 1 contract

Samples: Merger Agreement (Puma Technology Inc)

Compliance with Legal Requirements. The Company Each of the Companies is, and has at all times since its formation date of incorporation been, in compliance with all applicable Legal Requirements, except where the failure to comply with such Legal Requirements has not had and will not have in any individual case or in the aggregate, a Material Adverse Effect on the such Company. Except as set forth in Part 2.12 of the Disclosure Schedule, since its date of incorporation, neither of the Company Companies has not received any notice or other communication from any Governmental Body regarding any actual or possible violation of, or failure to comply with, any Legal Requirement.

Appears in 1 contract

Samples: Merger Agreement (Halis Inc)

Compliance with Legal Requirements. The To the Company's knowledge, the Company is, and has at all times since its formation been, in compliance with all applicable Legal Requirements, except where the failure to comply with such Legal Requirements has not had and will could not reasonably be expected to have a Material Adverse Effect on the Company. Except as set forth in Part 2.12 2.12(b) of the Company Disclosure Schedule, the Company has not received any written notice or other written communication from any Governmental Body regarding any actual or possible violation of, or failure to comply with, any Legal Requirement.

Appears in 1 contract

Samples: Merger Agreement (Home Director Inc)

Compliance with Legal Requirements. The Company is, and has at all times since its formation been, in compliance with all applicable Legal Requirements, except where the failure to comply with such Legal Requirements has not had and will not reasonably be expected to have a Material Adverse Effect on the Company. Except as set forth in Part 2.12 of the Disclosure Schedule, the Company has not never received any notice or other communication from any Governmental Body regarding any actual or possible violation of, or failure to comply with, any Legal Requirement.

Appears in 1 contract

Samples: Merger Agreement (Ask Jeeves Inc)

Compliance with Legal Requirements. The Company is, and has at all times since its formation inception been, in compliance with all applicable Legal Requirements, except where the failure to comply with such Legal Requirements has not had and will not have a Material Adverse Effect on the Company. Except as set forth in Part 2.12 of the Company Disclosure Schedule, since its inception the Company has not received any notice or other communication from any Governmental Body regarding any actual or possible violation of, or failure to comply with, any Legal Requirement.

Appears in 1 contract

Samples: Merger Agreement (Egain Communications Corp)

Compliance with Legal Requirements. The Company is, and has at all times since its formation inception been, in compliance with all applicable Legal Requirements, except where the failure to comply with such Legal Requirements has not had and will not have a Company Material Adverse Effect on the CompanyEffect. Except as set forth in Part 2.12 of the Company Disclosure Schedule, since its inception, the Company has not received any notice or other communication from any Governmental Body regarding any actual or possible violation of, or failure to comply with, any Legal Requirement.

Appears in 1 contract

Samples: Merger Agreement (Medibuy Com Inc)

Compliance with Legal Requirements. The Company is, and has at all times since its formation inception been, in compliance with all applicable Legal Requirements, except where the failure to comply with such Legal Requirements has not had and will could not be reasonably likely to have a Company Material Adverse Effect on the CompanyEffect. Except as set forth in Part 2.12 of the Company Disclosure Schedule, since its inception the Company has not received any written notice or other communication written communication, and no executive officer of the Company has received any oral notice or other oral communication, from any Governmental Body regarding any actual or possible violation of, or failure to comply with, any Legal Requirement.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Aurora Biosciences Corp)

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Compliance with Legal Requirements. The Each Company is, and has at all times since its formation inception been, in compliance with all applicable Legal Requirements, except where the failure to comply with such Legal Requirements has not had and will not have a Material Adverse Effect on the Company. Except as set forth in Part 2.12 of the Disclosure ScheduleSince inception, the neither Company has not received any notice or other communication from any Governmental Body regarding any actual or possible violation of, or failure to comply with, any Legal Requirement.

Appears in 1 contract

Samples: Asset Purchase Agreement (Media 100 Inc)

Compliance with Legal Requirements. The Company is, and has at all times since its formation been, in compliance with all applicable Legal Requirements, except where the failure to comply with such Legal Requirements has not had and will not (and will not reasonably be expected to) have a Material Adverse Effect on the Company. Except as set forth in Part 2.12 2.13 of the Disclosure Schedule, the Company has not never received any notice or other communication from any Governmental Body regarding any actual or possible violation of, or failure to comply with, any Legal Requirement.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Acuson Corp)

Compliance with Legal Requirements. The Company is, and has at all times since its formation inception been, in compliance with all applicable Legal Requirements, except where the failure to comply with such Legal Requirements has not had and will not have a Material Adverse Effect on the Company. Except as set forth in Part 2.12 2.15 of the Company and Selling Shareholder Disclosure Schedule, since inception, the Company has not received any notice or other communication from any Governmental Body regarding any actual or possible violation of, or failure to comply with, any Legal Requirement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Improvenet Inc)

Compliance with Legal Requirements. The Company is, and has at all times since its formation inception been, in compliance with all applicable Legal Requirements, except where the failure to comply with such Legal Requirements Requirements, taken together, has not had and will not have a Material Adverse Effect on the Company. Except as set forth in Part 2.12 of the Company Disclosure Schedule, since its inception the Company has not received any notice or other communication from any Governmental Body regarding any actual or possible violation of, or failure to comply with, any Legal Requirement.

Appears in 1 contract

Samples: Merger Agreement (Vitesse Semiconductor Corp)

Compliance with Legal Requirements. The Company is, and has at all times since its formation beentimes, has been in compliance with all applicable Legal Requirements, except where the failure to comply with such Legal Requirements has not had and will not have a Material Adverse Effect on the Company. Except as set forth in Part 2.12 of the Disclosure Schedule, the Company has has 19. not received any notice or other communication from any Governmental Body regarding any actual or possible violation of, or failure to comply with, any Legal Requirement.

Appears in 1 contract

Samples: Merger Agreement (Titan Corp)

Compliance with Legal Requirements. The Except as set forth in Part 2.12 of the Company Disclosure Schedule, the Company is, and has at all times since its formation been, in compliance with all applicable Legal Requirements, except where the failure to comply with such Legal Requirements has not had and will not have a Material Adverse Effect on the Company. Except as set forth in Part 2.12 of the Disclosure Schedule, the The Company has not received any written notice or or, to the knowledge of the Company, other communication from any Governmental Body regarding any actual or possible violation of, or failure to comply with, any Legal Requirement.

Appears in 1 contract

Samples: Merger Agreement (Sbe Inc)

Compliance with Legal Requirements. The To the Company's knowledge, the Company is, and has at all times since its formation inception been, in compliance with all applicable Legal Requirements, except where the failure to comply with such Legal Requirements has not had and will could not reasonably be expected to have a Company Material Adverse Effect on the CompanyEffect. Except as set forth in Part 2.12 of the Disclosure Schedule, the The Company has not received any notice or other communication from any Governmental Body regarding any actual or possible violation of, or failure to comply with, any Legal Requirement.

Appears in 1 contract

Samples: Merger Agreement (Medibuy Com Inc)

Compliance with Legal Requirements. The Company is, and has at all times since its formation been, in compliance with all applicable Legal Requirements, except where the failure to comply with such Legal Requirements has not had and will not (and will not reasonably be expected to) have a Material Adverse Effect on the Company. Except as set forth in Part 2.12 of the Disclosure Schedule, the Company has not never received any notice or other communication from any Governmental Body regarding any actual or possible violation of, or failure to comply with, any Legal Requirement.

Appears in 1 contract

Samples: Merger Agreement (Ebay Inc)

Compliance with Legal Requirements. The Company is, and has at all times since its formation been, in compliance with all applicable Legal Requirements, except where the failure to comply with such Legal Requirements has not had and will not (and will not reasonably be expected to) have a Material Adverse Effect on the Company. Except as set forth in Part 2.12 of the Disclosure Schedule, the The Company has not never received any notice or other communication from any Governmental Body regarding any actual or possible violation of, or failure to comply with, any Legal Requirement.or

Appears in 1 contract

Samples: Merger Agreement (Internap Network Services Corp/Wa)

Compliance with Legal Requirements. The Company is, and has at all times since its formation inception been, in compliance with all applicable Legal Requirements, except where the failure to comply with such Legal Requirements has not had and will not have a Material Adverse Effect on the Company. Except as set forth in Part Schedule 2.12 of the Disclosure Schedule, since inception, the Company has not received any notice or other communication from any Governmental Body regarding any actual or possible violation of, or failure to comply with, any Legal Requirement, the failure to comply with which could have a Material Adverse Effect on the Company.

Appears in 1 contract

Samples: Merger Agreement (Cypress Bioscience Inc)

Compliance with Legal Requirements. The To the best knowledge of the Company and the Shareholders, the Company is, and has at all times since its formation inception been, in compliance with all applicable Legal Requirements, except where the failure to comply with such Legal Requirements has not had and will not have a Material Adverse Effect on the Company. Except as set forth in Part 2.12 of the Disclosure ScheduleSince inception, the Company has not received any notice or other communication from any Governmental Body regarding any actual or possible violation of, or failure to comply with, any Legal Requirement.

Appears in 1 contract

Samples: Merger Agreement (Rogue Wave Software Inc /Or/)

Compliance with Legal Requirements. The Company is, and to the knowledge of the Company has at all times since its formation inception been, in compliance with all applicable Legal RequirementsRequirements and Governmental Authorizations, except where the failure to comply with such Legal Requirements or Governmental Authorizations has not had and will not have a Material Adverse Effect on the Company. Except as set forth in Part 2.12 of the Disclosure Schedule, and the Company has not received any written notice or other written communication from any Governmental Body regarding any actual or possible violation of, or failure to comply with, any Legal Requirementso comply.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Rogue Wave Software Inc /Or/)

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