Licenses and Permits; Compliance With Governmental Requirements. Except as set forth in Part 4.13 of the Disclosure Schedule, Seller has all federal, state, local and foreign governmental licenses and permits necessary to the conduct of the operations of Seller's business as currently conducted, such licenses and permits are in full force and effect, no material violations currently exist in respect of any thereof and no proceeding is pending or, to the Best Knowledge of Seller and each Escrow Stockholder, threatened to revoke or limit any thereof. Part 4.13 of the Disclosure Schedule contains a true, complete and accurate list of (a) all such governmental licenses and permits, (b) all consents, orders, decrees and other compliance agreements under which Seller is operating or bound, copies of all of which have been made available to the BCC Parties, and (c) all material governmental licenses and permits applied for but not yet received by Seller. Seller has not received and is not aware of any reports of inspections under the United States Occupational Safety and Health Act, or under any other applicable federal, state or local health and safety laws and regulations relating to Seller, the Assets or the operation of Seller's Business. There are no safety, health, anti-competitive or discrimination claims that have been made or are pending or, to the Best Knowledge of Seller and each Escrow Stockholder, that are threatened relating to the Business or employment practices of Seller. Except as set forth on Part 4.20 of the Disclosure Schedule, Seller has complied with all Governmental Requirements applicable to its business and all Governmental Requirements with respect to the distribution and sale of products and services by it.
Appears in 2 contracts
Samples: Plan of Reorganization, Merger and Acquisition Agreement (Smith Michael R), Merger and Acquisition Agreement (Billing Concepts Corp)
Licenses and Permits; Compliance With Governmental Requirements. Except as set forth in Part 4.13 of the Disclosure Schedule, to the Best Knowledge of Seller and each Shareholder, Seller has all federal, state, local and foreign governmental licenses and permits necessary to the conduct of the operations of Seller's business as currently conducted, such licenses and permits are in full force and effect, no material violations currently exist in respect of any thereof and no proceeding is pending or, to the Best Knowledge of Seller and each Escrow StockholderShareholder, threatened to revoke or limit any thereof. Part 4.13 of the Disclosure Schedule contains a true, complete and accurate list of (a) all such governmental licenses and permits, (b) all consents, orders, decrees and other compliance agreements under which Seller is operating or bound, copies of all of which have been made available furnished to the BCC Parties, and (c) all material governmental licenses and permits applied for but not yet received by Seller. Seller has not received and is not aware of any reports of inspections under the United States Occupational Safety and Health Act, or under any other applicable federal, state or local health and safety laws and regulations relating to Seller, the Assets or the operation of Seller's Businessbusiness. There are no safety, health, anti-competitive or discrimination claims that have been made or are pending or, to the Best Knowledge of Seller and each Escrow StockholderShareholder, that are threatened relating to the Business business or employment practices of Seller. Except as set forth on Part 4.20 To the Best Knowledge of the Disclosure ScheduleSeller and Each Shareholder, Seller has complied in all material respects with all Governmental Requirements applicable to its business and all Governmental Requirements with respect to the distribution and sale of products and services by it.
Appears in 1 contract
Licenses and Permits; Compliance With Governmental Requirements. Except To the Best of Seller's Knowledge and except as set forth in Part Schedule 4.13 of the Disclosure Schedulehereto, Seller has all material federal, state, local and foreign governmental licenses and permits necessary to the conduct of the operations of Seller's business Business as currently conducted, such licenses and permits are in full force and effect, no material violations currently exist in respect of any thereof and no proceeding is pending or, to the Best Knowledge of Seller and each Escrow Stockholder, threatened to revoke or limit any thereof. Part Schedule 4.13 of the Disclosure Schedule hereto contains a true, complete and accurate list of (a) all such governmental licenses and permits, (b) all consents, orders, decrees and other compliance agreements under which Seller is operating or bound, copies of all of which have been made available furnished to the BCC PartiesPurchaser, and (c) all material governmental licenses and permits applied for but not yet received by Seller. Seller has not received and is not aware of any reports of inspections under the United States Occupational Safety and Health Act, or under any other applicable federal, state or local health and safety laws and regulations relating to Seller, the Assets or the operation of Seller's Business. There Seller has not received any notice that there are no safety, health, anti-competitive or discrimination claims that have been made or are pending or, to the Best Knowledge of Seller and each Escrow StockholderSeller, that are threatened relating to the Business business or employment practices of Seller. Except as set forth on Part 4.20 To the Best Knowledge of the Disclosure ScheduleSeller, Seller has complied with all Governmental Requirements applicable to its business and all Governmental Requirements with respect to the distribution and sale of products and services by it.
Appears in 1 contract
Samples: Asset Purchase Agreement (Rush Enterprises Inc \Tx\)
Licenses and Permits; Compliance With Governmental Requirements. Except To Seller's Best Knowledge and except as set forth in Part 4.13 of the Disclosure Scheduleon Schedule 4.13, Seller has all material federal, state, local and foreign governmental licenses and permits necessary to for the conduct of the operations of Seller's business Business as currently conducted, such licenses and permits are in full force and effecteffect in all material respects, no material violations currently exist in respect of any thereof and no proceeding is pending or, to the Best Knowledge of Seller and each Escrow Stockholder, threatened to revoke or limit any thereof. Part Schedule 4.13 of the Disclosure Schedule contains a true, complete and accurate list of (a) all such material governmental licenses and permits, ; (b) all material consents, orders, decrees and other compliance agreements under which Seller is operating or bound, copies of all of which have been made available furnished to the BCC Parties, Purchaser; and (c) all material governmental licenses and permits applied for but not yet received by Seller. Except as set forth on Schedule 4.13, Seller has not received and is to Seller's Best Knowledge does not aware of have any reports of inspections under the United States Occupational Safety and Health Act, or under any other applicable federal, state or local health and safety laws and regulations relating to Seller, the Assets or the operation of Seller's the Business. There Except as set forth on Schedule 4.13, Seller has not received any notice that there are no safety, health, anti-competitive anticompetitive or discrimination claims that have been made or are pending or, to the Best Knowledge of Seller and each Escrow StockholderSeller, that are threatened relating to the Business business or employment practices of Seller. Except as set forth on Part 4.20 of the Disclosure ScheduleSchedule 4.13, to Seller's Best Knowledge, Seller has complied with all material Governmental Requirements applicable to its business the Business and all material Governmental Requirements with respect to the distribution and sale of its products and services by itservices.
Appears in 1 contract
Samples: Asset Purchase Agreement (Rush Enterprises Inc \Tx\)
Licenses and Permits; Compliance With Governmental Requirements. Except as set forth in Part 4.13 of the Disclosure Schedule, Seller has all federal, state, local and foreign governmental licenses and permits necessary to the conduct or operations of the operations of Seller's business Business as currently conducted, such licenses and permits are in full force and effect, no material violations currently exist in respect of any thereof and no proceeding is pending or, to the Best Knowledge of Seller and each Escrow StockholderSeller, threatened to revoke or limit any thereof. Part PART 4.13 of the Disclosure Schedule contains sets forth a true, complete and accurate list of (a) all such governmental licenses and permits, (b) all consents, orders, decrees and other compliance agreements under which Seller is operating or bound, copies of all of which have been made available furnished to the BCC Tristar Parties, and (c) all material governmental licenses and permits applied for but not yet received by Seller. Seller has not received and is not aware of any reports of inspections under the United States Occupational Safety and Health Act, or under any other applicable federal, state or local health and safety laws and regulations relating to Seller, the Assets of Seller or the operation of Seller's the Business. There are no safety, health, anti-competitive or discrimination claims that have been made or are pending or, to the Best Knowledge of Seller and each Escrow StockholderSeller, that are threatened relating to the Business or employment practices of Seller. Except as set forth on Part 4.20 of the Disclosure Schedule, Seller has at all times complied in all material respects with all Governmental Requirements applicable to its business and all Governmental Requirements with respect to the distribution and sale of products and services by it.
Appears in 1 contract
Samples: Plan of Merger and Acquisition Agreement (Tristar Corp)
Licenses and Permits; Compliance With Governmental Requirements. Except as set forth in Part Schedule 4.13 of the Disclosure Schedulehereto, Seller has all material federal, state, local and foreign governmental licenses and permits necessary to the conduct of the operations of Seller's business Business as currently conducted, such licenses and permits are in full force and effect, no material violations currently exist in respect of any thereof and no proceeding is pending or, to the Best Knowledge of Seller and each Escrow StockholderSeller, threatened to revoke or limit any thereof. Part Schedule 4.13 of the Disclosure Schedule hereto contains a true, complete and accurate list of (a) all such governmental licenses and permits, (b) all consents, orders, decrees and other compliance agreements under which Seller is operating or bound, copies of all of which have been made available furnished to the BCC PartiesPurchaser, and (c) all material governmental licenses and permits applied for but not yet received by Seller. Seller has not received and is not aware of any reports of inspections under the United States Occupational Safety and Health Act, or under any other applicable federal, state or local health and safety laws and regulations relating to Seller, the Assets or the operation of Seller's Business. There Seller has not received any notice that there are no safety, health, anti-competitive or discrimination claims that have been made or are pending or, to the Best Knowledge of Seller and each Escrow StockholderSeller, that are threatened relating to the Business business or employment practices of Seller. Except as set forth on Part 4.20 To the Best Knowledge of the Disclosure ScheduleSeller, Seller has complied with all Governmental Requirements applicable to its business and all Governmental Requirements with respect to the distribution and sale of products and services by it.
Appears in 1 contract
Samples: Asset Purchase Agreement (Rush Enterprises Inc \Tx\)
Licenses and Permits; Compliance With Governmental Requirements. Except as set forth in Part 4.13 of the Disclosure ScheduleSchedule 4.13, Seller has all federal, state, local and foreign governmental licenses and permits necessary to the conduct of the operations of Seller's business as currently conducted, such licenses and permits are in full force and effect, no material violations currently exist in respect of any thereof and no proceeding is pending or, to the Best Knowledge of Seller and each Escrow Stockholderthe Shareholder, threatened to revoke or limit any thereof. Part Schedule 4.13 of the Disclosure Schedule contains a true, complete and accurate list of (a) all such governmental licenses and permits, (b) all consents, orders, decrees and other compliance agreements under which Seller is operating or bound, copies of all of which have been made available furnished to the BCC Parties, and (c) all material governmental licenses and permits applied for but not yet received by Seller. Seller has not received and is not aware of any reports of inspections under the United States Occupational Safety and Health Act, or under any other applicable federal, state or local health and safety laws and regulations relating to Seller, the Assets or the operation of Seller's Businessbusiness. There are no safety, health, anti-competitive or discrimination claims that have been made or are pending or, to the Best Knowledge of Seller and each Escrow Stockholderthe Shareholder, that are threatened relating to the Business business or employment practices of Seller. Except as set forth on Part 4.20 of the Disclosure Schedule, Seller has complied with all Governmental Requirements applicable to its business and all Governmental Requirements with respect to the distribution and sale of products and services by it.
Appears in 1 contract
Samples: Plan of Merger and Acquisition Agreement (Billing Concepts Corp)
Licenses and Permits; Compliance With Governmental Requirements. Except as set forth in Part 4.13 of the Disclosure ScheduleSchedule 4.14, Seller has all federal, state, local and foreign governmental licenses and permits necessary to the conduct of the operations of Seller's business as currently conducted, such licenses and permits are in full force and effect, no material violations currently exist in respect of any thereof and no proceeding is pending or, to the Best Knowledge of Seller and each Escrow StockholderShareholder, threatened to revoke or limit any thereof. Part 4.13 of the Disclosure Schedule 4.14 contains a true, complete and accurate list of (a) all such governmental licenses and permits, (b) all consents, orders, decrees and other compliance agreements under which Seller is operating or bound, copies of all of which have been made available furnished to the BCC ILEX Parties, and (c) all material governmental licenses and permits applied for but not yet received by Seller. Seller has not received and neither Seller nor any Shareholder is not aware of any reports of inspections under the United States Occupational Safety and Health Act, or under any other applicable federal, state or local health and safety laws and regulations relating to Seller, the Assets or the operation of Seller's Businessbusiness. There are no safety, health, anti-competitive or discrimination claims that have been made or are pending or, to the Best Knowledge of Seller and each Escrow StockholderShareholder, that are threatened relating to the Business business or employment practices of Seller. Except as set forth on Part 4.20 of the Disclosure Schedule, Seller has complied with all Governmental Requirements applicable to its business and all Governmental Requirements with respect to the distribution and sale of products and services by it.
Appears in 1 contract
Samples: Plan of Merger and Acquisition Agreement (Ilex Oncology Inc)
Licenses and Permits; Compliance With Governmental Requirements. Except as set forth in Part Schedule 4.13 of the Disclosure Schedulehereto, Seller has all material federal, state, local and foreign governmental licenses and permits necessary to the conduct of the operations of Seller's business as currently conducted, such licenses and permits are in full force and effect, no material violations currently exist in respect of any thereof and no proceeding is pending or, to the Best Knowledge of Seller and each Escrow Stockholderthe Shareholder, threatened to revoke or limit any thereof. Part Schedule 4.13 of the Disclosure Schedule hereto contains a true, complete and accurate list of (a) all such governmental licenses and permits, (b) all consents, orders, decrees and other compliance agreements under which Seller is operating or bound, copies of all of which have been made available furnished to the BCC BICC Parties, and (c) all material governmental licenses and permits applied for but not yet received by Seller. Seller has not received and is not aware of any reports of inspections under the United States Occupational Safety and Health Act, or under any other applicable federal, state or local health and safety laws and regulations relating to Seller, the Assets or the operation of Seller's Businessbusiness. There Seller has not received any notice that there are no safety, health, anti-competitive or discrimination claims that have been made or are pending or, to the Best Knowledge of Seller and each Escrow Stockholderthe Shareholder, that are threatened relating to the Business business or employment practices of Seller. Except as set forth on Part 4.20 To the Best Knowledge of Seller and the Disclosure ScheduleShareholder, Seller has complied with all Governmental Requirements applicable to its business and all Governmental Requirements with respect to the distribution and sale of products and services by it.
Appears in 1 contract
Samples: Plan of Merger and Acquisition Agreement (Billing Information Concepts Corp)