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 (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, 2008, 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 Reorganization (Endeavor Acquisition Corp.), Agreement and Plan of Reorganization (Endeavor Acquisition Corp.)

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Governmental Actions/Filings. (a) Except as set forth in Schedule 2.21(a), the Company Beacon 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 Beacon of its business businesses (as presently conducted and as presently proposed to be conducted) or used or held for use by the CompanyBeacon, all of which are listed in Schedule 2.21 hereto, and true, complete and correct copies of which have heretofore been delivered to Parentthe Company. 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, 20082007, and the Company Beacon 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 to Beacon's knowledge no Governmental Action/Filing is necessary to be obtained, secured or made by Beacon to enable it to continue to conduct its businesses and operations and use its properties after the Initial Closing in the aggregate, would not have a Material Adverse Effect upon the Companymanner which is consistent with current practice.

Appears in 2 contracts

Samples: Securities Exchange Agreement (Henderson J Sherman Iii), Securities Exchange Agreement (Suncrest Global Energy Corp)

Governmental Actions/Filings. (a) Except as set forth in Schedule 2.21(a)To its knowledge, the Company Qorus 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 Qorus of its business businesses (as presently conducted and as presently proposed to be conducted) or used or held for use by the CompanyQorus, all of which are listed in Schedule 4.21 hereto, and true, complete and correct copies of which have heretofore been delivered to ParentCompany. Each such Governmental Action/Filing is in full force and effect and, except expect as disclosed in Schedule 2.21(a) 4.21 hereto, will not expire prior to December 31, 20082006, and the Company Qorus is in compliance with all of its obligations with respect thereto. No To Qorus' 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 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 such events whichFilings. Except as set forth in Schedule 4.21, either individually to Qorus' knowledge, no Governmental Action/Filing is necessary to be obtained, secured or made by Qorus 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: Exchange Agreement (Qorus Com Inc)

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Governmental Actions/Filings. (a) Except as set forth in Schedule 2.21(a)To its knowledge, the Company Boundless 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 Boundless of its business businesses (as presently conducted and as presently proposed to be conducted) or used or held for use by the CompanyBoundless, all of which are listed in Schedule 4.21 hereto, and true, complete and correct copies of which have heretofore been delivered to Parentthe Company. Each such Governmental Action/Filing is in full force and effect and, except as disclosed in Schedule 2.21(a) 4.21 hereto, will not expire prior to December 31, 20082006, and the Company Boundless is in compliance with all of its obligations with respect thereto. No To Boundless' 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 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 such events whichFilings. Except as set forth in Schedule 4.21, either individually to Boundless' knowledge, no Governmental Action/Filing is necessary to be obtained, secured or made by Boundless 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: Exchange Agreement (Boundless Corp)

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