Governmental Actions/Filings. The Parent Guarantor, the Company and their Subsidiaries have been granted and hold, and have made, all Governmental Actions/Filings necessary for the Loan Parties to own, lease and operate their properties or to carry on their business as it is now being conducted and as presently proposed to be conducted. Each such Governmental Action/Filing is in full force and effect and, except as set forth in Section 4.18 of the Company Disclosure Schedules, will not expire prior to December 31, 2006, and the Loan Parties are in compliance with all of their 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 as set forth in Section 4.18 of the Company Disclosure Schedules, no Governmental Action/Filing is necessary to be obtained, secured or made by the Loan Parties to enable it to continue to conduct its businesses and operations and use its properties after the Closing Date in a manner which is consistent with current practice.
Appears in 2 contracts
Samples: Loan Agreement (Israel Technology Acquisition Corp.), Loan Agreement (Israel Technology Acquisition Corp.)
Governmental Actions/Filings. The Parent Guarantor, the Company and their Subsidiaries have Buyer has been granted and holdholds, and have has made, all Governmental Actions/Filings necessary for to the Loan Parties to own, lease and operate their properties or to carry on their business as it is now being conducted and conduct by Buyer of its businesses (as presently proposed conducted) or used or held for use by Buyer, all of which are listed in Schedule 4.21 hereto, and true, complete and correct copies of which have heretofore been delivered to be conductedCompany. Each such Governmental Action/Filing is in full force and effect and, except expect as set forth disclosed in Section 4.18 of the Company Disclosure SchedulesSchedule 4.21 hereto, will not expire prior to December 31June 30, 20062005, and the Loan Parties are Buyer is in compliance with all of their 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 the 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 as set forth in Section 4.18 of the Company Disclosure SchedulesSchedule 4.21, no Governmental Action/Filing is necessary to be obtained, secured or made by the Loan Parties Buyer to enable it to continue to conduct its businesses and operations and use its properties after the Closing Date in a manner which is consistent with current practice.
Appears in 2 contracts
Samples: Share Exchange Agreement (Sunningdale, Inc.), Share Exchange Agreement (Sunningdale, Inc.)
Governmental Actions/Filings. The Parent Guarantor, the Company and their Subsidiaries have has been granted and holdholds, and have has made, all Governmental Actions/Filings necessary for to the Loan Parties to own, lease and operate their properties or to carry on their business as it is now being conducted and conduct by Parent of its businesses (as presently proposed conducted) or used or held for use by Parent, all of which are listed in Schedule 3.21 hereto, and true, complete and correct copies of which have heretofore been delivered to be conductedthe Company. Each such Governmental Action/Filing is in full force and effect and, except expect as set forth disclosed in Section 4.18 of the Company Disclosure SchedulesSchedule 3.21 hereto, will not expire prior to December 31, 2006, and the Loan Parties are Parent is in compliance with all of their 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 the 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 as set forth in Section 4.18 of the Company Disclosure SchedulesSchedule 3.21, to Parent's knowledge, no Governmental Action/Filing is necessary to be obtained, secured or made by the Loan Parties Parent to enable it to continue to conduct its businesses and operations and use its properties after the Closing Date in a manner which is consistent with current practice.
Appears in 1 contract
Samples: Merger Agreement (Multi Link Telecommunications Inc)
Governmental Actions/Filings. The Parent Guarantor, the Company and their Subsidiaries have IA has been granted and holdholds, and have has made, all Governmental Actions/Filings necessary for to the Loan Parties to own, lease and operate their properties or to carry on their business as it is now being conducted and conduct by IA of its businesses (as presently proposed conducted) or used or held for use by IA, all of which are listed in Schedule 3.21 hereto, and true, complete and correct copies of which have heretofore been delivered to be conductedGrom. Each such Governmental Action/Filing is in full force and effect and, except as set forth disclosed in Section 4.18 of the Company Disclosure SchedulesSchedule 3.21 hereto, will not expire prior to December 31, 2006the date of this Agreement, and the Loan Parties are IA is in compliance with all of their 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 the 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 as set forth in Section 4.18 of the Company Disclosure SchedulesSchedule 3.21, no Governmental Action/Filing is necessary to be obtained, secured or made by the Loan Parties IA to enable it to continue to conduct its businesses and operations and use its properties after the Closing Date in a manner which is consistent with current practice.
Appears in 1 contract
Samples: Share Exchange Agreement (Illumination America, Inc.)
Governmental Actions/Filings. The Parent Guarantor, the Company and their Subsidiaries have Buyer has been granted and holdholds, and have has made, all Governmental Actions/Filings necessary for to the Loan Parties to own, lease and operate their properties or to carry on their business as it is now being conducted and conduct by Buyer of its businesses (as presently proposed conducted) or used or held for use by Buyer, all of which are listed in Schedule 3.21 hereto, and true, complete and correct copies of which have heretofore been delivered to be conductedDNA. Each such Governmental Action/Filing is in full force and effect and, except as set forth disclosed in Section 4.18 of the Company Disclosure SchedulesSchedule 3.21 hereto, will not expire prior to December 31, 2006the date of this Agreement, and the Loan Parties are Buyer is in compliance with all of their 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 the 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 as set forth in Section 4.18 of the Company Disclosure SchedulesSchedule 3.21, no Governmental Action/Filing is necessary to be obtained, secured or made by the Loan Parties Buyer to enable it to continue to conduct its businesses and operations and use its properties after the Closing Date in a manner which is consistent with current practice.
Appears in 1 contract
Governmental Actions/Filings. The Parent Guarantor, the Company and their Subsidiaries have Buyer has been granted and holdholds, and have has made, all Governmental Actions/Filings necessary for to the Loan Parties to own, lease and operate their properties or to carry on their business as it is now being conducted and conduct by Buyer of its businesses (as presently proposed conducted) or used or held for use by Buyer, all of which are listed in Schedule 4.21 hereto, and true, complete and correct copies of which have heretofore been delivered to be conductedCompany. Each such Governmental Action/Filing is in full force and effect and, except as set forth disclosed in Section 4.18 of the Company Disclosure SchedulesSchedule 4.21 hereto, will not expire prior to December 31, 2006the date of this Agreement, and the Loan Parties are Buyer is in compliance with all of their 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 the 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 as set forth in Section 4.18 of the Company Disclosure SchedulesSchedule 4.21, no Governmental Action/Filing is necessary to be obtained, secured or made by the Loan Parties Buyer to enable it to continue to conduct its businesses and operations and use its properties after the Closing Date in a manner which is consistent with current practice.
Appears in 1 contract
Samples: Share Exchange Agreement (Medical Billing Assistance Inc)