Common use of Licenses and Permits; Compliance with Laws Clause in Contracts

Licenses and Permits; Compliance with Laws. Each Target Corporation holds all permits, licenses and approvals (collectively, the "Permits") from all Federal, state and local governmental authorities necessary for it to own, lease and operate its properties and to carry on its businesses as now being conducted, and no such Permit has been rescinded and all such Permits are in full force and effect and are listed on Schedule 3.5, except for such Permits the failure of which to hold would not reasonably be expected to have, either singly or in the aggregate, a Target Corporation Material Adverse Effect. The business of each Target Corporation is being and has been conducted in compliance with the Permits and all applicable laws, statutes, ordinances, regulations, judgments, orders, decrees, concessions, grants and other authorizations of any governmental authority, except for such failures that would not reasonably be expected to have, either singly or in the aggregate, a Target Corporation Material Adverse Effect. Neither Target Corporation is in default in any material respect under any of such Permits and no event has occurred and no condition exists which, with the giving of notice, the passage of time, or both, would constitute a default thereunder, except where such default would not reasonably be expected to have, either singly or in the aggregate, a Target Corporation Material Adverse Effect. Neither the execution and delivery of this Agreement nor any of the other documents contemplated hereby nor the consummation of the transactions contemplated hereby or thereby nor compliance by each Stockholder and each Target Corporation with any of the provisions hereof or thereof will result in any suspension, revocation, impairment, forfeiture or nonrenewal of any Permit, except for such Permits the loss or impairment of which would not reasonably be expected to have, either singly or in the aggregate, a Target Corporation Material Adverse Effect. Neither Target Corporation presently provides any services that would require that Target Corporation to obtain any authorization or make any registration in any foreign country.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization and Merger (Big City Bagels Inc)

AutoNDA by SimpleDocs

Licenses and Permits; Compliance with Laws. Each Target Corporation GoodNet holds all permits, licenses and approvals (collectively, the "Permits") from all Federal, state and local governmental authorities necessary for it to own, lease and operate its properties and to carry on its businesses as now being conducted, and no such Permit has been rescinded and all such Permits are in full force and effect and are listed on Schedule 3.53.05, except for such Permits the failure of which to hold which would not reasonably be expected to have, either singly or in the aggregate, a Target Corporation GoodNet Material Adverse Effect. The business of each Target Corporation GoodNet is being and has been conducted in compliance with the Permits and all applicable laws, statutes, ordinances, regulations, judgments, orders, decrees, concessions, grants and other authorizations of any governmental authority, except for such failures that would not reasonably be expected to have, either singly or in the aggregate, a Target Corporation GoodNet Material Adverse Effect. Neither Target Corporation GoodNet is not in default in any material respect under any of such Permits and no event has occurred and no condition exists which, with the giving of notice, the passage of time, or both, would constitute a default thereunder, except where such default would not reasonably be expected to have, either singly or in the aggregate, a Target Corporation GoodNet Material Adverse Effect. Neither the execution and delivery of this Agreement nor any of the other documents contemplated hereby nor the consummation of the transactions contemplated hereby or thereby nor compliance by each Stockholder of the Stockholders and each Target Corporation GoodNet with any of the provisions hereof or thereof will result in any suspension, revocation, impairment, forfeiture or nonrenewal of any Permit, except for such Permits the loss or impairment of which would not reasonably be expected to have, either singly or in the aggregate, a Target Corporation GoodNet Material Adverse Effect. Neither Target Corporation GoodNet is not subject to common carriage regulation either in the United States or in any foreign country and GoodNet has never received or applied for any Permit with respect to same. GoodNet does not presently provides provide any services that would require that Target Corporation GoodNet to obtain any authorization or make any registration in any foreign country, except where the failure to obtain any such authorization or make any such registration would not reasonably be expected to have, either singly or in the aggregate, a GoodNet Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Winstar Communications Inc)

Licenses and Permits; Compliance with Laws. Each Target Corporation Company holds all permits, licenses and approvals (collectively, the "Permits") from all Federal, state and local governmental authorities necessary for it to own, lease and operate its properties and to carry on its businesses as now being conducted, and no such Permit has been rescinded and all such Permits are in full force and effect and are listed on Schedule 3.5effect, except for such Permits the failure of which to hold which would not reasonably be expected to have, either singly or in the aggregate, a Target Corporation Company Material Adverse Effect. The business of each Target Corporation Company is being and has been conducted in compliance with the Permits and all applicable laws, statutes, ordinances, regulations, judgments, orders, decrees, concessions, grants and other authorizations of any governmental authority, except for such failures that would not reasonably be expected to have, either singly or in the aggregate, a Target Corporation Company Material Adverse Effect. Neither Target Corporation Company is in default in any material respect under any of such Permits and no event has occurred and no condition exists which, with the giving of notice, the passage of time, or both, would constitute a default thereunder, except where such default defaults would not reasonably be expected to have, either singly or in the aggregate, a Target Corporation Company Material Adverse Effect. Neither the execution and delivery of this Agreement nor any of the other documents contemplated hereby nor the consummation of the transactions contemplated hereby or thereby nor compliance by each Stockholder and each Target Corporation Shareholder with any of the provisions hereof or thereof will result in any suspension, revocation, impairment, forfeiture or nonrenewal of any Permit, except for such Permits the loss or impairment of which would not reasonably be expected to have, either singly or in the aggregate, a Target Corporation Company Material Adverse Effect. Neither Target Corporation Company presently provides any services that would require that Target Corporation Company to obtain any authorization or make any registration in any foreign country.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Humascan Inc)

AutoNDA by SimpleDocs

Licenses and Permits; Compliance with Laws. Each Target Corporation The Company holds all permits, licenses and approvals (collectively, the "Permits") from all Federal, state and local governmental authorities (collectively, the "Permits") necessary for it to own, lease and operate its properties and to carry on its businesses as now being conducted, and no such Permit has been rescinded and all such Permits are in full force and effect and are listed on Schedule 3.52.05, except for such Permits the failure of which to hold which would not reasonably be expected to have, either singly or in the aggregate, a Target Corporation Company Material Adverse Effect. Seller holds all Permits necessary to offer the services to the Company pursuant to the License Agreement, and no such Permit has been rescinded and all such Permits are in full force and effect and listed on Schedule 2.05, except for such Permits the failure to hold which would not have a material adverse effect on Seller. The business of each Target Corporation of the Company and Seller is being and has been conducted in compliance with the Permits and all applicable laws, statutes, ordinances, regulations, judgments, orders, decrees, concessions, grants and other authorizations of any governmental authority, except for such failures that would not reasonably be expected to have, either singly or in the aggregate, a Target Corporation Company Material Adverse EffectEffect or a material adverse effect on Seller. Neither Target Corporation the Company nor Seller is in default in any material respect under any of such Permits and no event has occurred and no condition exists which, with the giving of notice, the passage of time, or both, would constitute a default thereunder, except where such default defaults would not reasonably be expected to have, either singly or in the aggregate, a Target Corporation Company Material Adverse EffectEffect or a material adverse effect on Seller. Neither the execution and delivery of this Agreement nor any of the other documents contemplated hereby hereby, including the Business Agreements nor the consummation of the transactions contemplated hereby or thereby nor compliance by each Stockholder of the Company and each Target Corporation Seller with any of the provisions hereof or thereof will result in any suspension, revocation, impairment, forfeiture or nonrenewal of any Permit, except for such Permits the loss or impairment of which would not reasonably be expected to have, either singly or in the aggregate, a Target Corporation Company Material Adverse Effect. Neither Target Corporation presently the Company nor Seller provides any services with respect to the business of the Company that would require that Target Corporation either of them to obtain any authorization or make any registration in any foreign country.

Appears in 1 contract

Samples: Stock Purchase Agreement (Newsedge Corp)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!