Common use of Governmental Actions/Filings Clause in Contracts

Governmental Actions/Filings. Parent has been granted and holds, and to Parent’s knowledge has made, all Governmental Actions/Filings necessary to the conduct by Parent of its businesses (as presently 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 the Company. Each such Governmental Action/Filing is in full force and effect and, expect as disclosed in Schedule 3.21 hereto, will not expire prior to December 31, 2007, and to Parent’s knowledge, Parent 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 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 Schedule 3.21, to Parent's knowledge, no Governmental Action/Filing is necessary to be obtained, secured or made by Parent 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: Merger Agreement (Cab-Tive Advertising, Inc.)

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Governmental Actions/Filings. Parent To its knowledge, Qorus has been granted and holds, and to Parent’s knowledge has made, all Governmental Actions/Filings necessary to the conduct by Parent Qorus of its businesses (as presently conducted) or used or held for use by ParentQorus, all of which are listed in Schedule 3.21 4.21 hereto, and true, complete and correct copies of which have heretofore been delivered to the Company. Each such Governmental Action/Filing is in full force and effect and, expect as disclosed in Schedule 3.21 4.21 hereto, will not expire prior to December 31, 20072006, and to Parent’s knowledge, Parent 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 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 Schedule 3.214.21, to Parent's Qorus' knowledge, no Governmental Action/Filing is necessary to be obtained, secured or made by Parent Qorus 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: Exchange Agreement (Qorus Com Inc)

Governmental Actions/Filings. Parent To its knowledge, Qorus has been granted and holds, and to Parent’s knowledge has made, all Governmental Actions/Filings necessary to the conduct by Parent Qorus of its businesses (as presently conducted) or used or held for use by ParentQorus, all of which are listed in Schedule 3.21 4.21 hereto, and true, complete and correct copies of which have heretofore been delivered to the Company. Each such Governmental Action/Filing is in full force and effect and, expect as disclosed in Schedule 3.21 4.21 hereto, will not expire prior to December 31, 20072005, and to Parent’s knowledge, Parent 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 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 Schedule 3.214.21, to Parent's Qorus' knowledge, no Governmental Action/Filing is necessary to be obtained, secured or made by Parent Qorus 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: Exchange Agreement (Qorus Com Inc)

Governmental Actions/Filings. Parent To its knowledge, Buyer has been granted and holds, and to Parent’s knowledge has made, all Governmental Actions/Filings necessary to the conduct by Parent Buyer of its businesses (as presently conducted) or used or held for use by ParentBuyer, all of which are listed in Schedule 3.21 SCHEDULE 4.20 hereto, and true, complete and correct copies of which have heretofore been delivered to the Company. Each such Governmental Action/Filing is in full force and effect and, expect except as disclosed in Schedule 3.21 SCHEDULE 4.20 hereto, will not expire prior to December 31, 20072005, and to Parent’s knowledge, Parent Buyer is in compliance with all of its obligations with respect thereto. No To Buyer'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 the ancillary documents Transactions 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 Schedule 3.21SCHEDULE 4.20, to ParentBuyer's knowledge, no Governmental Action/Filing is necessary to be obtained, secured or made by Parent Buyer 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: Exchange Agreement (Blue Holdings, Inc.)

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Governmental Actions/Filings. Parent To its knowledge, Chiste has been granted and holds, and to Parent’s knowledge has made, all Governmental Actions/Filings necessary to the conduct by Parent Chiste of its businesses (as presently conducted) or used or held for use by ParentChiste, all of which are listed in Schedule 3.21 4.21 hereto, and true, complete and correct copies of which have heretofore been delivered to the Company. Each such Governmental Action/Filing is in full force and effect and, expect as disclosed in Schedule 3.21 4.21 hereto, will not expire prior to December 31, 20072005, and to Parent’s knowledge, Parent Chiste is in compliance with all of its obligations with respect thereto. No To Chiste'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 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 Schedule 3.214.21, to ParentChiste's knowledge, no Governmental Action/Filing is necessary to be obtained, secured or made by Parent Chiste 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: Exchange Agreement (Chiste Corp)

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