No Default; Compliance with Applicable Laws. The business of the Company and each of its Subsidiaries is not being conducted in default or violation of any term, condition or provision of (i) its respective Articles of Incorporation or Bylaws, or (ii) to the Company's best knowledge, any federal, state, local or foreign statute, law, ordinance, rule, regulation, judgment, decree, order, concession, grant, franchise, permit or license or other governmental authorization or approval applicable to the Company or any of its Subsidiaries, excluding from the foregoing clause (ii), defaults or violations which would not, individually or in the aggregate, have a material adverse effect on the Company and its Subsidiaries, taken as a whole. Except as disclosed in Section 3.11 of the Company's Disclosure Schedule, as of the date of this Agreement, no claim or, to the best knowledge of the Company, investigation or review by any Governmental Entity or other entity with respect to the Company or any of its Subsidiaries is pending or, to the best knowledge of the Company, threatened, nor to the best knowledge of the Company has any Governmental Entity or other entity indicated an intention to assert or conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseen after due inquiry, in the future will not, individually or in the aggregate have a material adverse effect on the Company and its Subsidiaries, taken as a whole.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (American Studios Inc), Agreement and Plan of Merger (Pca International Inc), Agreement and Plan of Merger (American Studios Inc)
No Default; Compliance with Applicable Laws. The business of the Company and each of its Subsidiaries is not being conducted in default or violation of any term, condition or provision of (i) its respective Articles of Incorporation or Bylaws, or (ii) to the Company's best knowledge, any federal, state, local or foreign statute, law, ordinance, rule, regulation, judgment, decree, order, concession, grant, franchise, permit or license or other governmental authorization or approval applicable to the Company or any of its Subsidiaries, excluding from the foregoing clause (ii), defaults or violations which would not, individually or in the aggregate, have a material adverse effect on the Company and its Subsidiaries, taken as a whole. Except as disclosed in Section 3.11 of the Company's Disclosure Schedule, as of the date of this Agreement, no claim or, to the best knowledge of the Company, investigation or review by any Governmental Entity or other entity with respect to the Company or any of its Subsidiaries is pending or, to the best knowledge of the Company, threatened, threatened nor to the best knowledge of the Company has any Governmental Entity or other entity indicated an intention to assert or conduct the same, other than, in each case, those the outcome of which, as far as reasonably can be foreseen after due inquiry, in the future will not, individually or in the aggregate have a material adverse effect on the Company and its Subsidiaries, taken as a whole.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Jupiter Partners Lp), Agreement and Plan of Merger (Pca International Inc)
