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 Effect on Parent.
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Samples: Merger Agreement (EarthLink Holdings Corp.), Merger Agreement (Windstream Holdings, Inc.)
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 The Company and each of Parentthe Company’s Subsidiaries are in compliance in all material respects with and are not in default in any material respect under or in material violation of any Laws federal, state, local or foreign treaty, law, statute, ordinance, rule, executive order, ruling, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively, “Laws”) applicable to Parentthe Company, such Subsidiaries or any of their respective properties or assets, including FCPA including, without limitation, the Foreign Corrupt Practices Act of 1977, as amended, and the applicable listing and corporate governance rules and regulations of the NASDAQ. Notwithstanding anything contained in this Section 4.7(a3.7(a), no representation or warranty shall be deemed to be made pursuant to this Section 4.7(a3.7(a) in respect of the matters referenced in Section 4.5 3.5 or in respect of environmental, employee benefits, taxTax, labor, intellectual property labor or communications regulatory matters, which are the subject of the representations and warranties made in Section 4.8Sections 3.8, Section 4.93.9, Section 4.153.15, Section 4.16, Section 4.17 3.16 and Section 4.213.21, respectively.
(b) Parent The Company and Parentthe Company’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 the Company and Parentthe Company’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 would constitute Parent Company Licenses, ) (the “Parent Company Permits”), except where the failure to have any Parent Permit 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 Parentthe Company. All Parent Company Permits are in full force and effect, except where the failure of Company Permits 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 Parentthe Company.
(c) Parent The Company and its Subsidiaries are in compliance compliance, in all material respects, 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 the Company and its Subsidiaries applicable to Parent the Company or any of its Subsidiaries or by which Parent the Company 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 Effect on Parent.
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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 in all material respects with and are not in default in any material respect under or in material violation of any Laws applicable to Parent, Parent or such Subsidiaries or any of their respective properties or assets, including FCPA including, without limitation, the Foreign Corrupt Practices Act of 1977, as amended, 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 environmentalTax, employee benefits, tax, labor, intellectual property environmental or communications regulatory matters, which are the subject of the representations and warranties made in pursuant to Section 4.84.12, Section 4.9, Section 4.15, Section 4.15 and 4.16, Section 4.17 and Section 4.21, respectively.
(b) Parent and Parent’s its 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 its 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 of the Parent Permit Permits 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 of Parent Permits 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 compliance, in all material respects, 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 and 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 Effect on Parent.
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No Violation of Law; Permits. (a) Since December 31Parent 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 or such Subsidiaries or any of their respective properties or assets, 2013including, except for without limitation, the Sarbanes-Oxley Act and the Foreign Corrupt Practices Act of 1977, as xxxxxxx, xxxxxt where such matters that have non-compliance, default or violation has not had 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 except as would not in default under reasonably be expected to significantly impair 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 delay consummation of the NASDAQtransactions contemplated hereby. 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 pursuant to Sections 4.8, Section 4.9, Section 4.15, Section 4.16, Section 4.17 and Section 4.21, respectively4.18.
(b) Parent and Parent’s 's Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, registrations approvals and orders of any Governmental Entity required necessary for Parent and Parent’s '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 of the Parent Permit Permits has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on ParentParent and except as would not reasonably be expected to significantly impair or delay consummation of the transactions contemplated hereby. 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 as would not reasonably be expected to have, individually significantly impair or in delay consummation of the aggregate, a Material Adverse Effect on Parenttransactions contemplated hereby.
Appears in 1 contract
Samples: Merger Agreement (Stanton John W)
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, Parent or such Subsidiaries or any of their respective properties or assets, including FCPA including, without limitation, the Xxxxxxxx-Xxxxx Act and the applicable listing Foreign Corrupt Practices Act of 1977, as amended, except where such non-compliance, default or violation has not had, and corporate governance rules would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent and regulations except as would not reasonably be expected to significantly impair or delay consummation of the NASDAQtransactions contemplated hereby. 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 pursuant to Sections 4.8, Section 4.9, Section 4.15, Section 4.16, Section 4.17 and Section 4.21, respectively4.18.
(b) Parent and Parent’s Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, registrations approvals and orders of any Governmental Entity required necessary 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 of the Parent Permit Permits has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on ParentParent and except as would not reasonably be expected to significantly impair or delay consummation of the transactions contemplated hereby. 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 as would not reasonably be expected to have, individually significantly impair or in delay consummation of the aggregate, a Material Adverse Effect on Parenttransactions contemplated hereby.
Appears in 1 contract
Samples: Merger Agreement (Alltel Corp)
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 Each of the aggregate, a Material Adverse Effect on Parent, Parent and each of Parent’s Subsidiaries are Related Entities is in compliance with and are is not in default under or under, in violation of or under investigation with respect to, has not been given written notice, default or violation of, and, to the Knowledge (as defined in Section 9.2) of Seller, has not been threatened to be charged with any Laws violation of, any federal, state or local law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively, “Laws”), applicable to Parent, such Subsidiaries each of them or any of their respective properties or assets, including FCPA the Foreign Corrupt Practices Act of 1977, as amended, except where such non-compliance, default or violation has not had, and the applicable listing and corporate governance rules and regulations of the NASDAQwould not reasonably be expected to have a Material Adverse Effect. Notwithstanding anything contained in this Section 4.7(a2.6(a), no representation or warranty shall be deemed to be made pursuant to in this Section 4.7(a2.6(a) in respect of the matters referenced in Section 4.5 or in respect of environmental, employee benefits, tax, labor, intellectual property or regarding (i) communications regulatory mattersLaws, which are the subject of the representations and warranties made in Section 4.82.14, (ii) Laws relating to employment and employment practices, which are the subject of the representations and warranties made in Section 4.92.11 or (iii) Laws relating to pollution or protection of human health or the environment, which are the subject of the representations and warranties made in Section 4.15, Section 4.16, Section 4.17 and Section 4.21, respectively2.17.
(b) Parent and Parent’s Subsidiaries a. The Related Entities are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, registrations approvals and orders of any Governmental Entity required necessary for Parent and Parent’s Subsidiaries the Related Entities 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 Applicable Permits”), except where the failure failure, individually or in the aggregate, to have any Parent Permit of the Applicable Permits has not had, and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on ParentEffect. All Parent Applicable 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, have a Material Adverse Effect on ParentEffect. Section 2.6(b) of the Seller Disclosure Schedule lists all material Applicable Permits.
b. To the Knowledge of Seller, none of the members, managers, officers, agents or employees of Seller or any Related Entity has, in each case in connection with its business or the business of any other Related Entity, (a) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses, including expenses related to political activity, (b) made any bribes or kickback payments, or (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 made 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 Effect on Parentother unlawful payment.
Appears in 1 contract
Samples: Stock Purchase Agreement (Centennial Communications Corp /De)
No Violation of Law; Permits. (a) Since December 31Parent 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 or such Subsidiaries or any of their respective properties or assets, 2013including, except for without limitation, the Sarbanes-Oxley Act and the Foreign Corrupt Practices Act of 1977, as axxxxxx, xxxxxx where such matters that have non-compliance, default or violation has not had 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 except as would not in default under reasonably be expected to significantly impair 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 delay consummation of the NASDAQtransactions contemplated hereby. 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 pursuant to Sections 4.8, Section 4.9, Section 4.15, Section 4.16, Section 4.17 and Section 4.21, respectively4.18.
(b) Parent and Parent’s 's Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, registrations approvals and orders of any Governmental Entity required necessary for Parent and Parent’s '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 of the Parent Permit Permits has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on ParentParent and except as would not reasonably be expected to significantly impair or delay consummation of the transactions contemplated hereby. 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 as would not reasonably be expected to have, individually significantly impair or in delay consummation of the aggregate, a Material Adverse Effect on Parenttransactions contemplated hereby.
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