Common use of Governmental Actions/Filings Clause in Contracts

Governmental Actions/Filings. (a) Except as set forth in Schedule 2.21(a), the Company has been granted and holds, and has made, all Governmental Actions/Filings (including, without limitation, the Governmental Actions/Filings required for (i) emission or discharge of effluents and pollutants into the air and the water and (ii) the manufacture and sale of all products manufactured and sold by it) necessary to the conduct by the Company of its business (as presently conducted and as presently proposed to be conducted) or used or held for use by the Company, and true, complete and correct copies of which have heretofore been delivered to Parent. Each such Governmental Action/Filing is in full force and effect and, except as disclosed in Schedule 2.21(a) hereto, will not expire prior to December 31, 2006, and the Company is in compliance with all of its obligations with respect thereto. No event has occurred and is continuing which requires or permits, or after notice or lapse of time or both would require or permit, and consummation of the transactions contemplated by this Agreement or any ancillary documents will not require or permit (with or without notice or lapse of time, or both), any modification or termination of any such Governmental Actions/Filings except such events which, either individually or in the aggregate, would not have a Material Adverse Effect upon the Company.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Juniper Partners Acquisition Corp.), Agreement and Plan of Merger (Juniper Partners Acquisition Corp.)

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Governmental Actions/Filings. (a) Except as set forth in Schedule 2.21(a4.20(a), the Company has been granted and holds, and has made, all Governmental Actions/Filings (including, without limitation, the Governmental Actions/Filings required for (i) emission or discharge of effluents and pollutants into the air and the water and (ii) the manufacture and sale of all products manufactured and sold by it) necessary to the conduct by the Company of its business (as presently conducted and as presently proposed to be conducted) or used or held for use by the Company, and true, complete and correct copies of which have heretofore been delivered to Parent. Each such Governmental Action/Filing is in full force and effect and, except as disclosed in Schedule 2.21(a4.20(a) hereto, will not expire prior to December 31, 20062008, and the Company is in compliance with all of its obligations with respect thereto. No event has occurred and is continuing which requires or permits, or after notice or lapse of time or both would require or permit, and consummation of the transactions contemplated by this Agreement or any ancillary documents will not require or permit (with or without notice or lapse of time, or both), any modification or termination of any such Governmental Actions/Filings except such events which, either individually or in the aggregate, would not have a Material Adverse Effect upon the Company.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Global Services Partners Acquisition Corp.)

Governmental Actions/Filings. (a) Except as set forth in Schedule 2.21(a), the The Company has been granted and holds, and has made, all Governmental Actions/Filings (including, without limitation, the Governmental Actions/Filings required for (i) emission or discharge of effluents and pollutants into the air and the water and (ii) the manufacture and sale of all products manufactured and sold by it) necessary to the conduct by the Company of its business (as presently conducted and as presently proposed to be conducted) or used or held for use by the Company, and true, complete and correct copies of which have heretofore been delivered made available to Parent. Each such Governmental Action/Filing is in full force and effect and, except as disclosed in Schedule 2.21(a) hereto, and will not expire prior to December 31, 20062006 (except to the extent such expiration is not reasonably expected to have a Material Adverse Effect), and the Company is in substantial compliance with all of its obligations with respect thereto. No event has occurred and is continuing which requires or permits, or after notice or lapse of time or both would require or permit, and consummation of the transactions contemplated by this Agreement or any ancillary documents will not require or permit (with or without notice or lapse of time, or both), any modification or termination of any such Governmental Actions/Filings except such events which, either individually or in the aggregate, would not have a Material Adverse Effect upon the Company. No Governmental Action/Filing is necessary to be obtained, secured or made by the Company to enable it to continue to conduct its businesses and operations and use its properties after the Closing in a manner which is consistent with current practice.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tremisis Energy Acquisition Corp)

Governmental Actions/Filings. (a) Except as set forth in Schedule 2.21(a), the Company has been granted and holds, and has made, all Governmental Actions/Filings (as defined below) (including, without limitation, the Governmental Actions/Filings required for (i) emission or discharge of effluents and pollutants into the air and the water and (ii) the manufacture and sale of all products manufactured and sold by it) necessary to the conduct by the Company of its business (as presently conducted and as presently proposed to be conducted) or used or held for use by the Company), and true, complete and correct copies of which have heretofore been delivered or made available to Parent, except where the lack of such Governmental Actions/Filings would not reasonably be expected to have a Material Adverse Effect on the Company. Each such Governmental Action/Filing is in full force and effect and, except as disclosed in Schedule 2.21(a) hereto, will not expire prior to December 31, 2006effect, and the Company is in material compliance with all of its obligations with respect thereto. No event has occurred and is continuing which requires or permits, or after notice or lapse of time or both would require or permit, and consummation of the transactions contemplated by this Agreement or any ancillary documents will not require or permit (with or without notice or lapse of time, or both), any modification or termination of any such Governmental Actions/Filings except such events which, either individually or in the aggregate, would not have a Material Adverse Effect upon the Company.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Ascend Acquisition Corp.)

Governmental Actions/Filings. (a) Except as set forth in Schedule 2.21(a3.23(a), the Company has Noble and its Subsidiaries have been granted and holdshold, and has have made, all Governmental Actions/Filings (including, without limitation, the Governmental Actions/Filings required for (i) emission or discharge of effluents and pollutants into the air and the water and (ii) the manufacture and sale of all products manufactured and sold by itwater) necessary to the conduct by the Company Noble and its Subsidiaries of its business (as presently conducted and as presently proposed to be conducted) or used or held for use by the CompanyNoble and its Subsidiaries, and true, complete complete, and correct copies of which have heretofore been delivered to Parent. Each such Governmental Action/Filing is in full force and effect and, except as disclosed in Schedule 2.21(a3.23(a) hereto, will not expire prior to December 31, 2006, 2018 and the Company is Noble and its Subsidiaries are in substantial compliance with all of its their respective obligations with respect thereto. No event has occurred and is continuing which requires or permits, or after notice or lapse of time or both would require or permit, and consummation of the transactions contemplated by this Agreement or any ancillary documents will not require or permit (with or without notice or lapse of time, or both), any modification or termination of any such Governmental Actions/Filings except such events which, either individually or in the aggregate, would not have a Material Adverse Effect upon the CompanyNoble.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Black Ridge Acquisition Corp.)

Governmental Actions/Filings. (a) Except as set forth in Schedule 2.21(a), the Company has been granted and holds, and has made, all Governmental Actions/Filings (as defined below) (including, without limitation, the Governmental Actions/Filings required for (i) emission or discharge of effluents and pollutants into the air and the water and (ii) the manufacture and sale of all products manufactured and sold by it) necessary to the conduct by the Company of its business (as presently conducted and as presently proposed to be conducted) or used or held for use by the Company, and true, complete and correct copies of which have heretofore been delivered to Parent. Each such Governmental Action/Filing is in full force and effect and, except as disclosed in Schedule 2.21(a) hereto, will not expire prior to December 31, 20062007 (except to the extent such expiration would not reasonably be expected to have a Material Adverse Effect), and the Company is in substantial compliance with all of its obligations with respect thereto. No event has occurred and is continuing which requires or permits, or after notice or lapse of time or both would require or permit, and consummation of the transactions contemplated by this Agreement or any ancillary documents will not require or permit (with or without notice or lapse of time, or both), any modification or termination of any such Governmental Actions/Filings except such events which, either individually or in the aggregate, would not have a Material Adverse Effect upon the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Terra Nova Acquisition CORP)

Governmental Actions/Filings. (a) Except as set forth in Schedule 2.21(a), the Company has been granted and holds, and has made, all Governmental Actions/Filings (as defined below) (including, without limitation, the Governmental Actions/Filings required for (i) emission or discharge of effluents and pollutants into the air and the water and (ii) the manufacture and sale of all products manufactured and sold by it) necessary to the conduct by the Company of its business (as presently conducted and as presently proposed to be conducted) or used or held for use by the Company, and true, complete and correct copies of which have heretofore been delivered to Parentthe Purchaser. Each such Governmental Action/Filing is in full force and effect and, except as disclosed in Schedule 2.21(a) hereto), will not expire prior to December 31, 20062008, and the Company is in compliance with all of its obligations with respect thereto. No event has occurred and is continuing which requires or permits, or after notice or lapse of time or both would require or permit, and and, except as may result from the status of the Purchaser as a holder of the Company Stock, consummation of the transactions contemplated by this Agreement or any ancillary documents will not require or permit (with or without notice or lapse of time, or both), any modification or termination of any such Governmental Actions/Filings except such events which, either individually or in the aggregate, would not have a Material Adverse Effect upon the Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (Global Logistics Acquisition CORP)

Governmental Actions/Filings. (a) Except as set forth in Schedule 2.21(a), the Company has and each Subsidiary have been granted and holdshold, and has have made, all Governmental Actions/Filings (including, without limitation, the Governmental Actions/Filings required for (i) emission or discharge of effluents and pollutants into the air and the water and (ii) the manufacture and sale of all products manufactured and sold by it) necessary to the conduct by the Company or each Subsidiary of its business businesses (as presently conducted and as presently proposed to be conducted) or used or held for use by the CompanyCompany or any Subsidiary, and true, complete and correct copies of which have heretofore been delivered to ParentBuyer. Each such Governmental Action/Filing is in full force and effect and, except as disclosed in Schedule 2.21(a) hereto, will not expire prior to December 31, 2006effect, and the Company and each Subsidiary is in compliance with all of its obligations with respect thereto. No event has occurred and is continuing which requires or permits, or after notice or lapse of time or both would require or permit, and consummation of the transactions contemplated by this Agreement or any ancillary documents will not require or permit (with or without notice or lapse of time, or both), any modification or termination of any such Governmental Actions/Filings except such events whichFilings. Except as set forth in Schedule 3.21, either individually no Governmental Action/Filing is necessary to be obtained, secured or made by Company or any Subsidiary to enable it to continue to conduct its businesses and operations and use its properties after the Closing in the aggregate, would not have a Material Adverse Effect upon the Companymanner which is consistent with current practice.

Appears in 1 contract

Samples: Share Exchange Agreement (Micro Interconnect Technology Inc)

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Governmental Actions/Filings. (a) Except as set forth in Schedule 2.21(a2.20(a), the Company Seller has been granted and holds, and has made, all material Governmental Actions/Filings (as defined below) (including, without limitation, the Governmental Actions/Filings required for (i) emission or discharge of effluents and pollutants into the air and the water and (ii) the manufacture and sale of all products manufactured and sold by it) necessary to the conduct by the Company Seller of its business (as presently conducted and as presently proposed to be conducted) or used or held for use by the Company), and true, complete and correct copies of which have heretofore been delivered to ParentPurchaser. Each such Governmental Action/Filing is in full force and effect and, except as disclosed in Schedule 2.21(a) hereto2.20(a), will not expire prior to December 31, 20062007, and the Company Seller is in material compliance with all of its obligations with respect thereto. No event has occurred and is continuing which requires or permits, or after notice or lapse of time or both would require or permit, and consummation of the transactions contemplated by this Agreement or any ancillary documents will not require or permit (with or without notice or lapse of time, or both), any modification or termination of any such Governmental Actions/Filings except such events which, either individually or in the aggregate, would not have a Material Adverse Effect upon the CompanySeller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Courtside Acquisition Corp)

Governmental Actions/Filings. (a) Except as set forth in Schedule 2.21(a), the Company and each Subsidiary of the Company has been granted and holds, and has made, all Governmental Actions/Filings (including, without limitation, the Governmental Actions/Filings required for (i) emission or discharge of effluents and pollutants into the air and the water and (ii) the manufacture and sale of all products manufactured and sold by itas defined below) necessary to the conduct by the Company and each Subsidiary of the Company of its business (as presently conducted and as presently proposed to be conducted) or used or held for use by the Company), and true, complete and correct copies of which thereof have heretofore been delivered made available to Parent or Parent’s counsel. Each such Governmental Action/Filing is in full force and effect and, except as disclosed in Schedule 2.21(a) hereto, will not expire prior to December 31, 20062009 (except to the extent such expiration would not reasonably be expected to have a Material Adverse Effect on the Company) and to the Company’s knowledge, and the Company is in substantial compliance with all of its obligations with respect thereto. No To the Company’s knowledge, no event has occurred and is continuing which requires or permits, or after notice or lapse of time or both would require or permit, and consummation of the transactions contemplated by this Agreement or any ancillary documents will not require or permit (with or without notice or lapse of time, or both), any modification or termination of any such Governmental Actions/Filings except such events which, either individually or in the aggregate, would not have a Material Adverse Effect upon the Company.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Victory Acquisition Corp)

Governmental Actions/Filings. (a) Except as set forth in Schedule 2.21(a), the The Company has been granted and holds, and has made, all Governmental Actions/Filings (including, without limitation, the Governmental Actions/Filings required for (i) emission or discharge of effluents and pollutants into the air and the water and (ii) the manufacture and sale of all products manufactured and sold by it) necessary to the conduct by the Company of its business (businesses as presently conducted and as presently proposed to be conducted) or used or held for use by the Company, all of which are listed in Schedule 2.21 hereto, and true, complete and correct copies of which have heretofore been delivered to Parent. Each such Governmental Action/Filing is in full force and effect and, except expect as disclosed in Schedule 2.21(a) 2.21 hereto, will not expire prior to December 31, 2006, and the Company is in compliance with all of its obligations with respect thereto. No event has occurred and is continuing which requires or permits, or after notice or lapse of time or both would require or permit, and consummation of the transactions contemplated by this Agreement or any ancillary documents will not require or permit (with or without notice or lapse of time, or both), any modification or termination of any such Governmental Actions/Filings except such events whichFilings. Except as set forth in Schedule 2.21, either individually or in the aggregate, would not have a Material Adverse Effect upon to the Company's knowledge, no Governmental Action/Filing is necessary to be obtained, secured or made by the Company to enable it to continue to conduct its businesses and operations and use its properties after the Closing in a manner which is consistent with current practice.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Qorus Com Inc)

Governmental Actions/Filings. (a) Except as set forth in Schedule 2.21(a2.23(a), the Company has and its Subsidiaries have been granted and holdshold, and has have made, all Governmental Actions/Filings (including, without limitation, the Governmental Actions/Filings required for (i) emission or discharge of effluents and pollutants into the air and the water and (ii) the manufacture and sale of all products manufactured and sold by itwater) necessary to the conduct by the Company and the Subsidiaries of its business (as presently conducted and as presently proposed to be conducted) or used or held for use by the CompanyCompany and the Subsidiaries, and true, complete complete, and correct copies of which have heretofore been delivered to Parent. Each such Governmental Action/Filing is in full force and effect and, except as disclosed in Schedule 2.21(a2.23(a) hereto, will not expire prior to December 31, 2006, 2018 and the Company is and the Subsidiaries are in substantial compliance with all of its their respective obligations with respect thereto. No event has occurred and is continuing which requires or permits, or after notice or lapse of time or both would require or permit, and consummation of the transactions contemplated by this Agreement or any ancillary documents will not require or permit (with or without notice or lapse of time, or both), any modification or termination of any such Governmental Actions/Filings except such events which, either individually or in the aggregate, would not have a Material Adverse Effect upon the Company.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Black Ridge Acquisition Corp.)

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