Common use of Legal Compliance Illegal Payments Permits Clause in Contracts

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. 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 (since February 5) years , 2008 been in breach or violation of, or default under: (a) its organizational documents nor, to the Company’s Knowledgeknowledge, is there a basis which could constitute such a breach, violation or default; (b) any Legal Requirement nor, to the Company’s Knowledgeknowledge, 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 3.13 and (ii) which have not had, and are not reasonably likely to have, a Material Adverse Effect. In the conduct of the Company Wholesale Business, to the Company’s Knowledge, no Acquired Company nor any of its directors, officers, employees or agents, has (a1) 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 (b2) 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 Company Wholesale Business, or (z) the lawful occupancy of the Real Property and the present use and operation thereof. The Schedule 3.13 lists each Permit (including all product certifications, including Organic, Fair Trade, Rainforest Alliance, and Kosher) affecting, or relating to, the Assets or the Company Wholesale Business together with the Governmental Authority or other Person responsible for issuing such Permit, and the Company has made available to the Buyer complete and accurate copies of all documentation associated with such Permits. Except as disclosed on Schedule 3.13, (A) the Permits are valid and in full force and effect, (bB) no Acquired Company is in breach or violation of, or default under, any such Permit, and, to the Company’s Knowledgeknowledge, 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 default and (cC) 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. Each Acquired The 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 propertiesAssets. No Acquired The Company is not in breach or violation of, it or default under, and has not at any time during the previous five (5) years since October 15, 2015 been in breach or violation of, or default under: (a) its organizational documents nor, to the CompanySeller’s Knowledge, is there a basis which could constitute such a breach, violation or default; or (b) any material Legal Requirement nor, to the CompanySeller’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 neither the Company’s Knowledge, no Acquired Company nor any of its directors, officers, employees or agents, since Seller acquired company in October 15, 2015, has (ai) 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 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 (bii) established or maintained any unrecorded fund or asset or made any false entries on any books or records for any purpose. Each Acquired The Company has been duly granted all material Permits under all Legal Requirements necessary for either (ya) the conduct of the Business, or and (zb) the lawful occupancy of the Real Property and the present use and operation thereof. The Schedule 3.16 describes each material Permit affecting, or relating to, the Assets or the Business together with the jurisdiction responsible for issuing such Permit. All material Permits are valid and in full force and effect, (b) no Acquired and the Company is not in breach or violation of, or default under, any such Permit, and, to the CompanySeller’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 . The material 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. 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 3.14 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 Schedule 3.14 describes each Permit 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 3.14, (a) 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 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. 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 The Company is not in breach or violation of, it or default under, and has not at any time during the previous five (5) three years been in breach or violation of, or default under: (a) its organizational documents nor, to the Company’s Knowledge, nor is there a basis which could constitute such a breach, violation or default; (b) any material Legal Requirement nor, to the Company’s Sellers’ 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 3.14. No written notices have not hadbeen received by, and are no claims have been filed against, the Company alleging a violation of any Legal Requirement, and, to the Sellers’ Knowledge, the Company has not reasonably likely been subject to haveany adverse inspection, a Material Adverse Effectfinding, investigation, penalty assessment, audit or other compliance or enforcement action. In the conduct of the Business, neither the Company nor, to the Company’s Sellers’ 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 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. Each Acquired The Company has been duly granted all material Permits under all Legal Requirements necessary for either (ya) the conduct of the Business, or (zb) the lawful occupancy of the Real Property and the present use and operation thereof. The Except as disclosed on Schedule 3.14, (a) such Permits are valid and in full force and effect, and (b) no Acquired the Company is not in breach or violation of, or default under, any such Permit, and, to the Company’s Sellers’ Knowledge, no basis exists which, with notice or lapse of time or both, would constitute any such breach, violation nor default. The representations and warranties set forth in this Section 3.14 do not apply with respect to Taxes (which are addressed in Section 3.15), except for breaches employee benefit matters (which are addressed in Section 3.16), or violations that would not have a Material Adverse Effect and environmental matters (c) the Permits will continue to be valid and which are addressed in full force and effect, on identical terms following the consummation of the Contemplated TransactionsSection 3.17).

Legal Compliance Illegal Payments Permits. Each Acquired The 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 propertiesAssets. No Acquired The Company is not 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 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 supplier, customer, governmental official or employee or other Person who was, is or may be in a position to help or hinder an Acquired 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. Each Acquired The Company has been duly granted all Permits under all Legal Requirements necessary for either (ya) the conduct of the Business, or (zb) the lawful occupancy of the Real Property and the present use and operation thereof. The Schedule 3.16 describes each Permit affecting, or relating to, the Assets or the Business together with the Governmental Authority or other Person responsible for issuing such Permit. All Permits are valid and in full force and effect, (b) no Acquired and the Company is not 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 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.