Common use of No Violation of Law; Permits Clause in Contracts

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 the Company, 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, executive order, ruling, 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 the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), and the applicable listing and corporate governance rules and regulations of the NASDAQ. Notwithstanding anything contained in this Section 3.7(a), no representation or warranty shall be deemed to be made pursuant to this Section 3.7(a) in respect of the matters referenced in Section 3.5 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 3.8, Section 3.9, Section 3.15, Section 3.16, Section 3.17 and Section 3.21 of this Agreement, respectively.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Windstream Holdings, Inc.), Agreement and Plan of Merger (EarthLink Holdings Corp.)

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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 the Company, the 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, executive order, ruling, 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 including, without limitation, the Xxxxxxxx-Xxxxx Act of 2002 (“Xxxxxxxx-Xxxxx Act”) and the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)amended, except where such non-compliance, default or violation has not had, and would not reasonably be expected to have, individually or in the applicable listing aggregate, a Material Adverse Effect on the Company and corporate governance rules 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 3.7(a), no representation or warranty shall be deemed to be made pursuant to in this Section 3.7(a) in respect of the matters referenced in Section 3.5 3.5, or in respect of environmental, tax, employee benefits, tax, labor, intellectual property labor or communications regulatory Laws matters, which are the subject of the representations and warranties made in Section Sections 3.5, 3.8, Section 3.9, Section 3.15, Section 3.16, Section 3.17 3.21 and Section 3.21 3.22 of this Agreement, respectively.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Alltel Corp)

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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 the Company, the Company and each Each of the Company’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 violation of, any federal, state, state or 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 the Company, such Subsidiaries each of them or any of their respective properties or assets, including the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)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 3.7(a2.6(a), no representation or warranty shall be deemed to be made pursuant to in this Section 3.7(a2.6(a) in respect of the matters referenced in Section 3.5 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 3.82.14, (ii) Laws relating to employment and employment practices, which are the subject of the representations and warranties made in Section 3.92.11 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 3.15, Section 3.16, Section 3.17 and Section 3.21 of this Agreement, respectively2.17.

Appears in 1 contract

Samples: Stock Purchase Agreement (Centennial Communications Corp /De)

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