Common use of Governmental Authorizations; Compliance with Law Clause in Contracts

Governmental Authorizations; Compliance with Law. (a) Except as set forth in Section 4.10(a) of the Company Disclosure Schedule, each of the Company and its Subsidiaries is, and since January 1, 2008 has been, in compliance with all Laws applicable to its business or operations and has not received any written notice of any default or violation of such Laws, in each case except for instances of noncompliance that would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect. Except as set forth on Section 4.10(a) of the Company Disclosure Schedule, each of the Company and its Subsidiaries has in effect all approvals, authorizations, registrations, licenses, exemptions, permits and consents of Governmental Entities (collectively, “Authorizations”) necessary for it to conduct its business as presently conducted, except for such Authorizations the absence of which would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received notice that any Authorizations will be terminated or modified, are threatened with suspension, or cannot be renewed in the ordinary course of business consistent with past practice, and to the Knowledge of the Company, there is no reasonable basis for any such termination, modification, suspension or nonrenewal, except as would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect. This Section 4.10(a) does not relate to the SEC Documents, financial statements or disclosure controls and procedures, which are the subject of Section 4.06, environmental matters, which are the subject of Section 4.10(b), employee benefit matters, which are the subject of Section 4.12, labor matters, which are the subject of Section 4.13, Taxes, which are the subject of Section 4.14 or healthcare matters, which are the subject of Section 4.18.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (CD&R Associates VIII, Ltd.), Agreement and Plan of Merger (Emergency Medical Services CORP)

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Governmental Authorizations; Compliance with Law. (a) Except as set forth in Section 4.10(a) of the Company Disclosure Schedule, each of the Company and its Subsidiaries is, and since January 1, 2008 2015 has been, in compliance with all Laws applicable to its business or operations and or by which any of its properties or assets are bound and, to the Knowledge of the Company, has not received any written notice of any default or violation of such Laws, in each case except for instances of noncompliance that would notthat, individually or in the aggregate, have or reasonably be expected to not had and would not have a Company Material Adverse EffectEffect and, to the Knowledge of the Company otherwise have not resulted and would not result in a Criminal Penalty. Except as set forth on Section 4.10(a) of the Company Disclosure Schedule, each of the Company and its Subsidiaries has in effect all approvals, authorizations, registrations, licenses, exemptions, permits and consents of Governmental Entities (collectively, “Authorizations”) necessary for it to conduct its business as presently conducted, except for such Authorizations the absence of which would notwhich, individually or in the aggregate, have or reasonably be expected to not had and would not have a Company Material Adverse EffectEffect and, to the Knowledge of the Company, otherwise have not resulted and would not result in a Criminal Penalty. Neither To the Knowledge of the Company, (i) neither the Company nor any of its Subsidiaries has has, since January 1, 2015, received written notice that any such Authorizations will be terminated terminated, revoked or modified, are threatened with suspension, or cannot be renewed in the ordinary course of business consistent with past practice, and to the Knowledge of the Company, (ii) there is no reasonable basis for any such termination, modification, suspension or nonrenewal, except except, with respect to the foregoing clauses (i) and (ii), as would not, individually or in the aggregate, have or reasonably be expected to not had and would not have a Company Material Adverse Effect. This Section 4.10(a) does Effect and otherwise have not relate resulted and, to the SEC DocumentsKnowledge of the Company, financial statements or disclosure controls and procedures, which are the subject of Section 4.06, environmental matters, which are the subject of Section 4.10(b), employee benefit matters, which are the subject of Section 4.12, labor matters, which are the subject of Section 4.13, Taxes, which are the subject of Section 4.14 or healthcare matters, which are the subject of Section 4.18would not result in a Criminal Penalty.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Lmi Aerospace Inc)

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Governmental Authorizations; Compliance with Law. (a) Except as set forth in Section 4.10(a) of the Company Disclosure Schedule, each of the Company and its Subsidiaries is, and since January 1, 2008 2011 has been, in compliance with all Laws applicable to its business or operations and has not received or by which any written notice of any default its properties or violation of such Lawsassets are bound, in each case except for instances of noncompliance that would notthat, individually or in the aggregate, have or not had and would not reasonably be expected to have a Company Material Adverse EffectEffect and, to the Knowledge of the Company, otherwise has resulted or would reasonably be expected to result in a Criminal Penalty. Neither the Company nor any of its Subsidiaries has, since January 1, 2011, (i) received any written notice from any Governmental Entity regarding any material violation by the Company or any of its Subsidiaries of any applicable Law or (ii) provided any written notice to any Governmental Entity regarding any material violation by the Company or any of its Subsidiaries of any applicable Law. Except as set forth on Section 4.10(a) of the Company Disclosure Schedule, each of the Company and its Subsidiaries has in effect all approvals, authorizations, registrations, licenses, exemptions, permits and consents of Governmental Entities (collectively, “Authorizations”) necessary for it to conduct its business as presently conducted, except for such Authorizations the absence of which would notwhich, individually or in the aggregate, have or not had and would not reasonably be expected to have a Company Material Adverse EffectEffect and, to the Knowledge of the Company, otherwise have not resulted and would not reasonably be expected to result in a Criminal Penalty. Neither the Company nor any of its Subsidiaries has received notice that any Authorizations will be terminated terminated, revoked or modified, are threatened with suspension, or cannot be renewed in the ordinary course of business consistent with past practice, and to the Company has no Knowledge of the Company, there is no any reasonable basis for any such termination, revocation, modification, suspension or nonrenewal, except as would notas, individually or in the aggregate, have or has not had and would not reasonably be expected to have a Company Material Adverse EffectEffect and, to the Knowledge of the Company, otherwise has not resulted and would not reasonably be expected to result in a Criminal Penalty. This Section 4.10(a) does not relate to the SEC Documents, financial statements or disclosure controls and procedures, which are the subject of Section 4.06, environmental matters, which are the subject of Section 4.10(b), employee benefit matters, which are the subject of Section 4.12, labor or Tax matters, which are the subject of Section 4.13, Taxes, which are the subject of Section 4.14 or healthcare matters, which are the subject of Section 4.184.14.

Appears in 1 contract

Samples: Agreement and Plan of Merger (TMS International Corp.)

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