No Violation of Law; Permits. The business of Brekford and each of its Subsidiaries is not being conducted in violation of any statute, law, ordinance, rule, regulation, judgment, order or decree of any domestic or foreign governmental, regulatory or judicial entity (including any stock exchange or other self-regulatory body) (“Legal Requirements”), or in violation of any permits, franchises, licenses, approvals, tariffs and other authorizations or consents that are granted by any domestic or foreign government or regulatory or judicial entity (including any stock exchange or other self-regulatory body) (“Permits”), except for possible violations of any Legal Requirements, or violations of any Permits, none of which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on Brekford. Brekford and each of its Subsidiaries have all Permits that are required in connection with the operation of their businesses (collectively, “Required Permits”), and no proceedings are pending or, to the knowledge of Brekford, threatened to revoke or limit any Required Permit, except, in each case, those the absence or violation of which do not and will not have a Material Adverse Effect on Brekford. Except as set forth on Schedule 4.9 hereto, (a) to Brekford’s knowledge, no investigation or review by any domestic or foreign governmental or regulatory entity (including any stock exchange or other self-regulatory body) with respect to Brekford or any of its Subsidiaries in relation to any alleged violation of law or regulation is pending or threatened, and (b) no governmental or regulatory entity (including any stock exchange or other self-regulatory body) has notified Brekford of its intention to conduct the same, except for such investigations which, if they resulted in adverse findings, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Brekford. Except as set forth on Schedule 4.9 hereto, neither Brekford nor any of its Subsidiaries is subject to any cease and desist or other order, judgment, injunction or decree issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has adopted any board resolutions at the request of, any court, governmental entity or regulatory agency that materially restricts the conduct of its business or which could reasonably...
No Violation of Law; Permits. (a) The Company and each of the Company’s Subsidiaries are in compliance with and are not in default under or in violation of any federal, state, local or foreign treaty, law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively, “Laws”) applicable to the Company, such Subsidiaries or any of their respective properties or assets, including, without limitation, all authorizations under the Federal Food, Drug and Cosmetic Act of 1938, as amended (the “FDCA”), and the regulations of the U.S. Food and Drug Administration (the “FDA”) promulgated thereunder, and the Foreign Corrupt Practices Act of 1977, as amended, the Occupational Safety and Health Act, the Toxic Substances Control Act, restrictions on technology transfer, import, export and customs regulations, statutes and regulations relating to government contracting, and Laws pertaining to privacy, data protection, and the collection and use of personal information, except where such non-compliance, default or violation has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Notwithstanding anything contained in this Section 3.7(a), no representation or warranty shall be deemed to be made in this Section 3.7(a) in respect of Xxxxxxxx-Xxxxx Act matters, environmental, employee benefits, tax, labor or regulatory compliance matters, which are the subject of the representations and warranties made in Sections 3.5, 3.8, 3.9, 3.15, 3.16 and 3.22 of this Agreement, respectively.
(b) The Company and the Company’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity required for the Company and the Company’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any of the Company Permits has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. All Company Permits are in full force and effect, except where the failure to be in full force and effect has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on...
No Violation of Law; Permits. The business of Abacus and each of its Subsidiaries is being conducted in accordance with all applicable statutes of law, ordinances, regulations, judgments, orders or decrees of any Governmental Entity, and not in violation of any permits, franchises, licenses, authorizations or consents granted by any Governmental Entity, and Abacus and each of its Subsidiaries has obtained all permits, franchises, licenses, authorizations or consents necessary for the conduct of its business, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have an Abacus Material Adverse Effect. Neither Abacus nor any of its Subsidiaries is subject to any cease and desist or other order, judgment, injunction or decree issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, or, to the knowledge of Abacus, is a party to any commitment letter or similar undertaking to, or, to the knowledge of Abacus, is subject to any order or directive by, or has adopted any board resolutions at the request of, any Governmental Entity, that materially restricts the conduct of its business (whether the type of business, the location thereof or otherwise) and which, individually or in the aggregate, would reasonably be expected to have an Abacus Material Adverse Effect, nor to the knowledge of Abacus, has Abacus been advised in writing that any Governmental Entity has proposed issuing or requesting any of the foregoing.
No Violation of Law; Permits. Such Party is not in violation of any law or regulation (nor is it aware of any violation of any law or regulation by any other Person), which violation could reasonably be expected to adversely affect its performance of its obligations hereunder or the ability of the other Party to realize the intended benefits to such other Party under this Agreement.
No Violation of Law; Permits. (a) Since December 31, 2013, except for such matters that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent, Parent and each of Parent’s Subsidiaries are in compliance with and are not in default under or in violation of any Laws applicable to Parent, such Subsidiaries or any of their respective properties or assets, including FCPA and the applicable listing and corporate governance rules and regulations of the NASDAQ. Notwithstanding anything contained in this Section 4.7(a), no representation or warranty shall be deemed to be made pursuant to this Section 4.7(a) in respect of the matters referenced in Section 4.5 or in respect of environmental, employee benefits, tax, labor, intellectual property or communications regulatory matters, which are the subject of the representations and warranties made in Section 4.8, Section 4.9, Section 4.15, Section 4.16, Section 4.17 and Section 4.21, respectively.
(b) Parent and Parent’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, registrations and orders of any Governmental Entity required for Parent and Parent’s Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (other than any such items which constitute Parent Licenses, the “Parent Permits”), except where the failure to have any Parent Permit has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. All Parent Permits are in full force and effect, except where the failure to be in full force and effect has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent.
(c) Parent and its Subsidiaries are in compliance with all applicable Laws and industry standards (including PCI DSS), related to privacy, data protection or the collection and use of personal information and customer proprietary network information gathered or used by Parent or its Subsidiaries applicable to Parent or any of its Subsidiaries or by which Parent or any of its Subsidiaries or any of their respective businesses or properties is bound, except where the failure to so comply has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Eff...
No Violation of Law; Permits. The business of the Company and each of its Subsidiaries is not in violation of any statutes of law, ordinances regulations, judgments, orders or decrees of any Governmental Entity, any permits, franchises, licenses, authorizations or consents granted by any Governmental Entity, and the Company and each of its Subsidiaries has obtained all permits, franchises, licenses, authorizations or consents necessary for the conduct of its business, except, with respect to each of the matters herein, as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is subject to any cease and desist or other order, judgment, injunction or decree issued by, or is a party to any written agreement, consent agreement or memorandum of understanding with, is a party to any commitment letter or similar undertaking to, is subject to any order or directive by, or has adopted any board resolutions at the request of, any Governmental Entity that restricts the conduct of its business (whether the type of business, the location or otherwise) and which, individually or in the aggregate, would have or reasonably be expected to have a Material Adverse Effect, nor has the Company been advised that any Governmental Entity has proposed issuing or requesting any of the foregoing.
No Violation of Law; Permits. (a) The Company and its Subsidiaries are in compliance with and are not in default under or in violation of, any federal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively, “Laws”) applicable to the Company, its Subsidiaries or any of their respective properties or assets, except where such non-compliance, default or violation has not had, and would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect.
(b) To the knowledge of the Company, the Company and its Subsidiaries are in possession of, or have filed the necessary application(s) to obtain, all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity (collectively, “Permits”), necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), including all pending applications for Licenses that would be Company Permits if issued or granted; and all pending applications by the Company or any of its Subsidiaries for modification, extension or renewal of any Company Permit, except where the failure to have any of the Company Permits has not had, and would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect. To the knowledge of the Company, all Company Permits are in full force and effect, except where the failure to be in full force and effect has not had, and would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect.
No Violation of Law; Permits. (a) Neither the Sellers nor the Business is, or in the past five (5) years has been, in material default under or in violation of, or has been charged with any material violation of, any Law to which the Sellers or the Business or any of the Purchased Assets or Assumed Liabilities is or was subject.
(b) The Purchased Assets include all Permits that are now, or at the time of the Closing will be, used or held for use in or otherwise related to or necessary for the conduct of, the Business and the Purchased Assets and all such Permits are listed in Section 3.12(b) of the Sellers’ Disclosure Schedule (collectively, the “Business Permits”), except for such Business Permits the absence of which could not reasonably be expected to have a Business Material Adverse Effect. All the Business Permits have been legally obtained and maintained and are in full force and effect. None of the Sellers, the Business or any of the Purchased Assets is in violation of, in any material respect, or is being operated in violation of, in any material respect, the terms of any Business Permit.
(c) Except as set forth in Section 3.12(c) of the Sellers’ Disclosure Schedule, neither the execution and delivery of this Agreement nor the performance of any of the transactions contemplated hereby will: (i) require any assignment, consent, waiver or other action in respect of any Business Permit; (ii) result in the termination or modification of any Business Permit; or (iii) result in a need for additional Permits.
No Violation of Law; Permits. (a) No Seller, no Sold Subsidiary and no part of the Acquired Business is or since April 15, 2003 has been in default under or in violation of, or has been charged with, or received written notice of any alleged, possible or potential violation of, or other failure to comply with, any Law to which any of them is, was or may be subject, that could reasonably be expected to result in a Business Material Adverse Effect or Seller Material Adverse Effect. No event has occurred or circumstance exists that (either alone or with either or both of the passage of time or the giving of notice) would result in Valley or any Sold Subsidiary being in breach of any applicable Law or being subject to any material Liability under any applicable Law that could reasonably be expected to result in a Business Material Adverse Effect or Seller Material Adverse Effect.
(b) The Acquired Assets include all material Permits that are now, or at the time of the Closing will be, held by the Acquired Business that are necessary for the conduct of, the Acquired Business and the ownership and operation of the Acquired Assets (collectively, the “Acquired Permits”). All the Acquired Permits are listed in Section 3.12(b) of the Seller Disclosure Schedule. All the Acquired Permits are in full force and effect. None of Sellers, the Sold Subsidiaries, the Acquired Business or the Acquired Assets is in material violation of or is being operated in material violation of the terms of any Acquired Permit. To the knowledge of Sellers, no event has occurred or circumstance exists that (either alone or with either or both of the passage of time or the giving of notice) reasonably could be expected to result in a revocation, suspension or other loss of rights under any Acquired Permit.
(c) Neither the execution and delivery of this Agreement nor the performance of any of the transactions contemplated hereby will: (i) require any assignment, consent, waiver or other action in respect of any Acquired Permit; (ii) result in a termination or modification of, or other loss of rights under, any Acquired Permit; or (iii) result in a need for additional material Permits.
No Violation of Law; Permits. The business of Kroger and each of its Subsidiaries is being conducted in accordance with all applicable statutes of law, ordinances, regulations, judgments, orders or decrees of any Governmental Entity, and not in violation of any permits, franchises, licenses, authorizations or consents granted by any Governmental Entity, and Kroger and each of its Subsidiaries has obtained all permits, franchises, licenses, authorizations or consents necessary for the conduct of its business, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Kroger Material Adverse Effect. Neither Kroger nor any of its Subsidiaries is subject to any cease and desist or other order, judgment, injunction or decree issued by or is a party to any written agreement, consent agreement or memorandum of understanding with, is a party to any commitment letter or similar undertaking to, is subject to any order or directive by, or has adopted any board resolutions at the request of, any Governmental Entity that materially restricts the conduct of its business (whether the type of business, the location or otherwise) and which, individually or in the aggregate, would reasonably be expected to have a Kroger Material Adverse Effect, nor to the knowledge of Kroger, has Kroger been advised in writing that any Governmental Entity has proposed issuing or requesting any of the foregoing.
