Legal Compliance Illegal Payments Permits. Each Acquired Company has complied and is in compliance in all material respects with all Legal Requirements applicable to it or any of its respective assets or properties. No Acquired Company is in breach or violation of, it or default under, and has not at any time during the previous five (5) years been in breach or violation of, or default under: (a) its organizational documents nor, to the Company’s Knowledge, is there a basis which could constitute such a breach, violation or default; (b) any Legal Requirement nor, to the Company’s Knowledge, is there a basis which could constitute such a breach, violation or default, except for breaches, violation or defaults (i) disclosed on Schedule 3.3 and (ii) which have not had, and are not reasonably likely to have, a Material Adverse Effect. In the conduct of the Business, to the Company’s Knowledge, no Acquired Company nor any of its directors, officers, employees or agents, has (a) directly or indirectly, given, or agreed to give, any illegal gift, contribution, payment or similar benefit to any supplier, customer, governmental official or employee or other Person who was, is or may be in a position to help or hinder an Acquired Company (or assist in connection with any actual or proposed transaction) or made, or agreed to make, any illegal contribution, or reimbursed any illegal political gift or contribution made by any other Person, to any candidate for federal, state, local or foreign public office or (b) established or maintained any unrecorded fund or asset or made any false entries on any books or records for any purpose. Each Acquired Company has been duly granted all Permits under all Legal Requirements necessary for either (y) the conduct of the Business, or (z) the lawful occupancy of the Real Property and the present use and operation thereof. The Permits are valid and in full force and effect, (b) no Acquired Company is in breach or violation of, or default under, any such Permit, and, to the Company’s Knowledge, no basis exists which, with notice or lapse of time or both, would constitute any such breach, violation nor default, except for breaches or violations that would not have a Material Adverse Effect and (c) the Permits will continue to be valid and in full force and effect, on identical terms following the consummation of the Contemplated Transactions.
Legal Compliance Illegal Payments Permits. 3.10.1 The Company has been duly granted all necessary Permits under applicable Legal Requirements, including all contracts, programs and other arrangements with third party payors, insurers and fiscal intermediaries in which the Company participates. The attached Disclosure Schedule describes each Permit affecting, or relating to, the Acquired Assets, the Equipment or the Business together with the Governmental Authority or other Person responsible for issuing such Permit, the date of issuance for such Permit and, where applicable, the date of expiration. Except as disclosed on the attached Disclosure Schedule, (A) the Permits are valid and in full force and effect, (B) the Company is not in breach or violation of, or default under, any such Permit, and no basis exists which, with notice or lapse of time or both, would constitute any such breach, violation nor default and (C) the Permits will continue to be valid and in full force and effect, on identical terms following the consummation of the Contemplated Transactions.
Legal Compliance Illegal Payments Permits. (a) Except as disclosed on Schedule 3.14(a) of this Agreement, the Company is not in material breach or material violation of, or material default under, and has not at any time during the previous five (5) years been in material breach or material violation of, or material default under: (i) its Organizational Documents nor is there a known basis that could constitute such a breach, violation or default; or (ii) any Legal Requirement, nor is there a known basis that could constitute such a breach, violation or default. No written or, to the Knowledge of the Sellers, oral notices have been received by, and no claims have been filed against, the Company alleging a violation of any Legal Requirement that remains outstanding or pending, and the Company has not at any time during the previous five (5) years been subject to any adverse finding, investigation, penalty assessment, audit or other compliance or enforcement Action or, to the Knowledge of the Sellers, investigation. In the conduct of the Business, neither the Company nor any of its directors, officers, employees or agents, has (A) directly or indirectly, given, or agreed to give, any illegal gift, contribution, payment or similar benefit to any vendor, customer, Governmental Authority or employee or other Person who was, is or may be in a position to help or hinder the Company (or assist in connection with any actual or proposed transaction) or made, or agreed to make, any illegal contribution, or reimbursed any illegal political gift or contribution made by any other Person, to any candidate for federal, state, local or foreign public office or (B) established or maintained any unrecorded fund or Asset or made any false entries on any books or records for any purpose.
Legal Compliance Illegal Payments Permits. (a) Neither USA nor SA is, in any material respect, in breach or violation of, or default under any Legal Requirement applicable to it, except to the extent that such breach, violation or default would not have a Material Adverse Effect.
Legal Compliance Illegal Payments Permits. 2.14.1 The Company is not in material breach or in material violation of, or default under, and has not at any time during the previous five (5) years been in breach or violation of, or default under: (a) its Organizational Documents, nor does any circumstance exist which, with or without notice or lapse of time or both, would constitute such a breach, violation or default; or (b) any Legal Requirement, nor is there a basis which could constitute such a breach, material violation or default. Neither the Company nor any of its managers, directors, officers, employees or agents has directly or indirectly given, or agreed to give, any illegal gift, contribution, payment or similar benefit to any supplier, customer, governmental official or employee or other Person who was, is or may be in a position to help or hinder the Company (or assist in connection with any actual or proposed transaction) or made, or agreed to make, any illegal contribution, or reimbursed any illegal political gift or contribution made by any other Person, to any candidate for federal, state, local or foreign public office. The Company has been duly granted all Permits under all Legal Requirements necessary for the conduct or operation of the Business. 2.14.2 Schedule 2.14.2 describes each Permit held by the Company affecting, or relating to, the Assets or the Business, together with the Governmental Authority or other Person responsible for issuing such Permit. Except as disclosed on Schedule 2.14.2: (a) each such Permit held by the Company is valid and in full force and effect, (b) the Company is not in breach or violation of, or default under, any such Permit, and no circumstance exists which, with or without notice or lapse of time or both, would constitute any such breach, violation or default, (c) no Action
Legal Compliance Illegal Payments Permits. (a) Except for breaches, violations or defaults disclosed on Section 2.13(a) of the Disclosure Schedule, no Acquired Company is, in any material respect, in breach or violation of, or default under, and has not since December 31, 2004 been, in any material respect, in breach or violation of, or default under its Organizational Documents or any material Legal Requirement applicable to the Acquired Companies of the Business.
Legal Compliance Illegal Payments Permits. (a) None of the Company or any of its Subsidiaries is, in any material respect, in breach or violation of, or default under any Legal Requirement applicable to it, except to the extent that such breach, violation or default would not have a Material Adverse Effect.
Legal Compliance Illegal Payments Permits. Except for Laws related to health and safety and as set forth in Section 3.8 of the Target’s Disclosure Schedule, the Target has complied in all respects with all applicable Laws, except where the failure to comply has not resulted in, and would not reasonably be expected to result in, material liability to the Target. With respect to Laws related to health and safety, the Target has materially complied with such Laws in a manner consistent with general practices in the Target’s industry. In the conduct of the business of the Target, neither the Target or any of its directors or officers, nor, to the Knowledge of the Target any of its employees or other agents, has (a) directly or indirectly, given, or agreed to give, any illegal gift, contribution, payment or similar benefit to any supplier, customer, governmental official or employee or other Person who was, is or may be in a position to help or hinder the Target (or assist in connection with any actual or proposed transaction) or made, or agreed to make, any illegal contribution, or reimbursed any illegal political gift or contribution made by any other Person, to any candidate for federal, state, local or foreign public office, or (b) established or maintained any unrecorded fund or asset or made any false entries on any books or records for any purpose. The Target has been duly granted all material Permits under all Laws necessary for the conduct of its business. Except as disclosed in Section 3.8 of the Target’s Disclosure Schedule, (i) such Permits are valid and in full force and effect and will remain so, without modification, following the Closing, and (ii) the Target is not in breach or violation of, or default under, any such Permit, and, to the Knowledge of the Target, no basis exists which, with notice or lapse of time or both, would constitute any such breach, violation nor default.
Legal Compliance Illegal Payments Permits. (a) No Xxxxxxxxxx Group Company is, in any material respect, in breach or violation of, and no Xxxxxxxxxx Group Company has been since January 1, 2011, in any material respect, in breach or violation of, any Legal Requirement applicable to the Business or any of the Xxxxxxxxxx Group Companies. No Xxxxxxxxxx Group Company has received notice of any material violation of any Legal Requirement, and no Xxxxxxxxxx Group Company is in breach or violation of any Governmental Order.
Legal Compliance Illegal Payments Permits
