Common use of Legal Compliance Illegal Payments Permits Clause in Contracts

Legal Compliance Illegal Payments Permits. The Company is not in breach or violation of, or default under, and has not at any time during the previous three years been in breach or violation of, or default under: (a) its organizational documents nor is there a basis which could constitute such a breach, violation or default; (b) any material Legal Requirement nor, to Sellers’ Knowledge, is there a basis which could constitute such a breach, violation or default, except for breaches, violation or defaults disclosed on Schedule 3.14. No written notices have been received by, and no claims have been filed against, the Company alleging a violation of any Legal Requirement, and, to the Sellers’ Knowledge, the Company has not been subject to any adverse inspection, finding, investigation, penalty assessment, audit or other compliance or enforcement action. In the conduct of the Business, neither the Company nor, to the Sellers’ Knowledge, 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 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. The Company has been duly granted all material Permits under all Legal Requirements necessary for either (a) the conduct of the Business, or (b) the lawful occupancy of the Real Property and the present use and operation thereof. Except as disclosed on Schedule 3.14, (a) such Permits are valid and in full force and effect, and (b) the Company is not in breach or violation of, or default under, any such Permit, and, to the 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), employee benefit matters (which are addressed in Section 3.16), or environmental matters (which are addressed in Section 3.17).

Legal Compliance Illegal Payments Permits. The (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 three five (5) years been in material breach or material violation of, or material default under: (ai) its organizational documents Organizational Documents nor is there a known basis which that could constitute such a breach, violation or default; or (bii) any material Legal Requirement norRequirement, to Sellers’ Knowledge, nor is there a known basis which that could constitute such a breach, violation or default, except for breaches, violation or defaults disclosed on Schedule 3.14. 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 RequirementRequirement that remains outstanding or pending, and, to the Sellers’ Knowledge, and the Company has not at any time during the previous five (5) years been subject to any adverse inspection, finding, investigation, penalty assessment, audit or other compliance or enforcement actionAction or, to the Knowledge of the Sellers, investigation. In the conduct of the Business, neither the Company nor, to the Sellers’ Knowledge, nor any of its directors, officers, employees or agents, has (aA) directly or indirectly, given, or agreed to give, any illegal gift, contribution, payment or similar benefit to any suppliervendor, customer, governmental official 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 (bB) established or maintained any unrecorded fund or asset Asset or made any false entries on any books or records for any purpose. . (b) Schedule 3.14(b) of this Agreement sets forth a list of all d/b/a names and fictitious names of the Company owned or used by the Company in the past ten (10) years, and, if such names have been registered, the jurisdiction of such registration. (c) The Company has been duly granted and possesses all material Permits under all Legal Requirements necessary for either (a) material to the conduct of the Business. Schedule 3.14(c) of this Agreement sets forth a description of each Permit (other than ordinary course local business licenses or Permits) affecting, or (b) relating to, the lawful occupancy Assets of the Real Property and Company or the present use and operation thereofBusiness. Except as disclosed on Schedule 3.143.14(c) of this Agreement, (aA) such the Permits are valid and in full force and effect, and (bB) the Company is not in breach or violation of, or default under, any such Permit, and, to the Sellers’ Knowledge, and no basis exists whichthat, with notice or lapse of time or both, would constitute any such breach, violation nor defaultor default and (C) the Permits will continue to be valid and in full force and effect, on identical terms immediately following the consummation of the Transactions. The representations and warranties set forth Company has not engaged in this Section 3.14 do not apply with respect to Taxes (which are addressed in Section 3.15)any activity that would cause a future loss, employee benefit matters (which are addressed in Section 3.16)limitation, restriction, revocation or environmental matters (which are addressed in Section 3.17)suspension of any Permit.

Legal Compliance Illegal Payments Permits. The 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 not in breach or violation of, it or default under, and has not at any time during the previous three five (5) years been in breach or violation of, or default under: (a) its organizational documents nor nor, to the Company’s Knowledge, is there a basis which could constitute such a breach, violation or default; (b) any material Legal Requirement nor, to Sellers’ 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 3.14. No written notices 3.3 and (ii) which have been received bynot had, and no claims have been filed againstare not reasonably likely to have, the Company alleging a violation of any Legal Requirement, and, to the Sellers’ Knowledge, the Company has not been subject to any adverse inspection, finding, investigation, penalty assessment, audit or other compliance or enforcement actionMaterial Adverse Effect. In the conduct of the Business, neither the Company nor, to the Sellers’ 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 the 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. The Each Acquired Company has been duly granted all material Permits under all Legal Requirements necessary for either (ay) the conduct of the Business, or (bz) the lawful occupancy of the Real Property and the present use and operation thereof. Except as disclosed on Schedule 3.14, (a) such The Permits are valid and in full force and effect, and (b) the no Acquired Company is not in breach or violation of, or default under, any such Permit, and, to the Sellers’ Company’s Knowledge, no basis exists which, with notice or lapse of time or both, would constitute any such breach, violation nor default. The representations , except for breaches or violations that would not have a Material Adverse Effect and warranties set forth (c) the Permits will continue to be valid and in this Section 3.14 do not apply with respect to Taxes (which are addressed in Section 3.15)full force and effect, employee benefit matters (which are addressed in Section 3.16), or environmental matters (which are addressed in Section 3.17)on identical terms following the consummation of the Contemplated Transactions.

Legal Compliance Illegal Payments Permits. The Company has complied and is in compliance in all material respects with all Legal Requirements applicable to it or any of its Assets. The Company is not in breach or violation of, or default under, and has not at any time during the previous three years since October 15, 2015 been in breach or violation of, or default under: (a) its organizational documents nor is there a basis which could constitute such a breach, violation or default; (b) any material Legal Requirement nor, to Sellers’ Seller’s Knowledge, is there a basis which could constitute such a breach, violation or default; or (b) any material Legal Requirement nor, except for breachesto Seller’s Knowledge, is there a basis which could constitute such a breach, violation or defaults disclosed on Schedule 3.14. No written notices have been received by, and no claims have been filed against, the Company alleging a violation of any Legal Requirement, and, to the Sellers’ Knowledge, the Company has not been subject to any adverse inspection, finding, investigation, penalty assessment, audit or other compliance or enforcement actiondefault. In the conduct of the Business, neither the Company nor, to the Sellers’ Knowledge, 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 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. The Company has been duly granted all material Permits under all Legal Requirements necessary for either (a) the conduct of the Business, or and (b) the lawful occupancy of the Real Property and the present use and operation thereof. Except as disclosed on Schedule 3.143.16 describes each material Permit affecting, (a) 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, and (b) the Company is not in breach or violation of, or default under, any such Permit, and, to the Sellers’ Seller’s Knowledge, no basis exists which, with notice or lapse of time or both, would constitute any such breach, violation nor default. The representations material Permits will continue to be valid and warranties set forth in this Section 3.14 do not apply with respect to Taxes (which are addressed in Section 3.15)full force and effect, employee benefit matters (which are addressed in Section 3.16), or environmental matters (which are addressed in Section 3.17)on identical terms following the consummation of the Contemplated Transactions.

Legal Compliance Illegal Payments Permits. The (a) Except for breaches, violations or defaults disclosed on Section 2.13(a) of the Disclosure Schedule, no Acquired Company is not is, in any material respect, in breach or violation of, or default under, and has not at since December 31, 2004 been, in any time during the previous three years been material respect, in breach or violation of, or default under: (a) under its organizational documents nor is there a basis which could constitute such a breach, violation Organizational Documents or default; (b) any material Legal Requirement nor, to Sellers’ Knowledge, is there a basis which could constitute such a breach, violation or default, except for breaches, violation or defaults disclosed on Schedule 3.14. No written notices have been received by, and no claims have been filed against, the Company alleging a violation of any Legal Requirement, and, applicable to the Sellers’ Knowledge, Acquired Companies of the Company has not been subject to any adverse inspection, finding, investigation, penalty assessment, audit or other compliance or enforcement action. Business. (b) In the conduct of the Business, neither the no Acquired Company nor, to the Sellers’ Knowledge, nor any of its directors, officers, employees or agents, 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 the 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 (bii) established or maintained any unrecorded fund or asset or made any false entries on any books or records for any purpose. The . (c) Each Acquired Company has been duly granted all material Permits under all Legal Requirements necessary for either (a) the conduct of the Business. Section 2.13(c) of the Disclosure Schedule describes each material Permit affecting, or (b) relating to, the lawful occupancy of Assets or the Real Property and Business together with the present use and operation thereofGovernmental Authority or other Person responsible for issuing such Permit. Except as disclosed on Schedule 3.14Section 2.13(c) of the Disclosure Schedule, (ai) such the Permits listed or required to be listed thereon are valid and in full force and effect, and (bii) the no Acquired Company is not is, in any material respect, in breach or violation of, or default under, any such material Permit, and, to the Sellers’ Seller’s Knowledge, no fact, situation, circumstance, condition or other basis exists which, with notice or lapse of time or both, would constitute any such breach, violation nor or default. The representations , and warranties set forth (iii) the Permits listed or required to be listed on Section 2.13(c) of the Disclosure Schedule will continue to be valid and in this Section 3.14 do not apply with respect to Taxes (which are addressed in Section 3.15)full force and effect, employee benefit matters (which are addressed in Section 3.16), or environmental matters (which are addressed in Section 3.17)on identical terms following the consummation of the Contemplated Transactions.

Legal Compliance Illegal Payments Permits. The No Acquired Company is not in breach or violation of, or default under, and has not at any time during the previous three years since February 5, 2008 been in breach or violation of, or default under: (a) its organizational documents nor nor, to the Company’s knowledge, is there a basis which could constitute such a breach, violation or default; (b) any material Legal Requirement nor, to Sellers’ KnowledgeCompany’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 3.14. No written notices 3.13 and (ii) which have been received bynot had, and no claims have been filed againstare not reasonably likely to have, the Company alleging a violation of any Legal Requirement, and, to the Sellers’ Knowledge, the Company has not been subject to any adverse inspection, finding, investigation, penalty assessment, audit or other compliance or enforcement actionMaterial Adverse Effect. In the conduct of the Company Wholesale Business, neither the no Acquired Company nor, to the Sellers’ Knowledge, 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 the 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. The Each Acquired Company has been duly granted all material Permits under all Legal Requirements necessary for either (ay) the conduct of the Company Wholesale Business, or (bz) the lawful occupancy of the Real Property and the present use and operation thereof. 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 3.143.13, (aA) such the Permits are valid and in full force and effect, and (bB) the no Acquired Company is not in breach or violation of, or default under, any such Permit, and, to the Sellers’ KnowledgeCompany’s knowledge, no basis exists which, with notice or lapse of time or both, would constitute any such breach, violation nor default. The representations default and warranties set forth (C) the Permits will continue to be valid and in this Section 3.14 do not apply with respect to Taxes (which are addressed in Section 3.15)full force and effect, employee benefit matters (which are addressed in Section 3.16), or environmental matters (which are addressed in Section 3.17)on identical terms following the consummation of the Contemplated Transactions.

Legal Compliance Illegal Payments Permits. The 3.14.1. No Acquired Company is not in breach or violation of, or default under, and has not at any time during the previous three five years been in breach or violation of, or default under: (a) its organizational documents nor nor, to the Company’s Knowledge, is there a basis which could constitute such a breach, violation or default; or (b) any material Legal Requirement nor, to Sellers’ Company’s Knowledge, is there a basis which could constitute such a breach, violation or default, except for breaches, violation violations or defaults disclosed on Schedule 3.143.14.1. No During the previous five years, no written notices have been received by, and no claims Actions have been filed asserted against, the any Acquired Company alleging a violation of any Legal Requirement, and, to the Sellers’ Knowledge, the and no Acquired Company has not been subject to any adverse inspection, finding, investigation, penalty assessment, audit or other compliance or enforcement action. In the conduct of the Business, neither the no Acquired Company nor, to the Sellers’ Knowledge, nor any of its directors, managers, contractors, officers, employees or agents, 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 the 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 (bii) established or maintained any unrecorded fund or asset or made any false entries on any books or records for any purpose. 3.14.2. The Each Acquired Company has been duly granted and holds all material Permits under all Legal Requirements necessary for either (a) the conduct of the Business, or (b) Business and the lawful occupancy occupancy, use and operation of the Real Property and Property. Schedule 3.14.2 describes each such Permit affecting, or relating to, the present use and operation thereofAssets or the Business together with the Governmental Authority or other Person responsible for issuing such Permit. Except as disclosed for any Permits marked with an asterisk (*) on Schedule 3.143.14.2, (a) such Permits are valid and in full force and effect, and (b) the no Acquired Company is not in breach or violation of, or default under, any such Permit, and, to the Sellers’ Company’s Knowledge, no basis exists which, with notice or lapse of time or both, would constitute any such breach, violation nor defaultdefault and (c) such Permits will continue to be valid and in full force and effect, on identical terms following the consummation of the Contemplated Transactions. 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), employee benefit matters (which are addressed in Section 3.16), or environmental matters (which are addressed in Section 3.17).96760364_21

Legal Compliance Illegal Payments Permits. The Company has complied and is in compliance in all material respects with all Legal Requirements applicable to it or any of its Assets. The Company is not in breach or violation of, it or default under, and has not at any time during the previous three five (5) years been in breach or violation of, or default under: (a) its organizational documents nor nor, to the Company’s Knowledge, is there a basis which could constitute such a breach, violation or default; (b) any material Legal Requirement nor, to Sellers’ the Company’s Knowledge, is there a basis which could constitute such a breach, violation or default, except for breaches, violation or defaults disclosed on Schedule 3.14. No written notices which have been received bynot had, and no claims have been filed againstare not reasonably likely to have, the Company alleging a violation of any Legal Requirement, and, to the Sellers’ Knowledge, the Company has not been subject to any adverse inspection, finding, investigation, penalty assessment, audit or other compliance or enforcement actionMaterial Adverse Effect. In the conduct of the Business, to the Company’s Knowledge, neither the Company nor, to the Sellers’ Knowledge, 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 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. The Company has been duly granted all material Permits under all Legal Requirements necessary for either (a) the conduct of the Business, or (b) the lawful occupancy of the Real Property and the present use and operation thereof. Except as disclosed on Schedule 3.143.16 describes each Permit affecting, (a) 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, and (b) the Company is not in breach or violation of, or default under, any such Permit, and, to the Sellers’ Company’s Knowledge, no basis exists which, with notice or lapse of time or both, would constitute any such breach, violation nor default. The representations default and warranties set forth (c) the Permits will continue to be valid and in this Section 3.14 do not apply with respect to Taxes (which are addressed in Section 3.15)full force and effect, employee benefit matters (which are addressed in Section 3.16), or environmental matters (which are addressed in Section 3.17)on identical terms following the consummation of the Contemplated Transactions.

Legal Compliance Illegal Payments Permits. The 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 not in breach or violation of, it or default under, and has not at any time during the previous three five (5) years been in breach or violation of, or default under: (a) its organizational documents nor nor, to the Company’s Knowledge, is there a basis which could constitute such a breach, violation or default; (b) any material Legal Requirement nor, to Sellers’ 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 3.14. No written notices 3.14 and (ii) which have been received bynot had, and no claims have been filed againstare not reasonably likely to have, the Company alleging a violation of any Legal Requirement, and, to the Sellers’ Knowledge, the Company has not been subject to any adverse inspection, finding, investigation, penalty assessment, audit or other compliance or enforcement actionMaterial Adverse Effect. In the conduct of the Business, neither the Company nor, to the Sellers’ 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 the 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. The Each Acquired Company has been duly granted all material Permits under all Legal Requirements necessary for either (ay) the conduct of the Business, or (bz) the lawful occupancy of the Real Property and the present use and operation thereof. 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) such the Permits are valid and in full force and effect, and (b) the no Acquired Company is not in breach or violation of, or default under, any such Permit, and, to the Sellers’ Company’s Knowledge, no basis exists which, with notice or lapse of time or both, would constitute any such breach, violation nor default. The representations default and warranties set forth (c) the Permits will continue to be valid and in this Section 3.14 do not apply with respect to Taxes (which are addressed in Section 3.15)full force and effect, employee benefit matters (which are addressed in Section 3.16), or environmental matters (which are addressed in Section 3.17)on identical terms following the consummation of the Contemplated Transactions.