Common use of Operations in Conformity With Law, etc Clause in Contracts

Operations in Conformity With Law, etc. The operations of ITEM Holding, the Subsidiaries and the Significant Investments as now conducted, and their properties, assets, equipments, buildings, immoveables and leased or occupied properties, are not, and have not been, in violation of, nor is ITEM Holding or any of the Subsidiaries or Significant Investments in default and no event has occurred which with notice or lapse of time or both would constitute a default under, any Legal Requirements including, in particular, any Environmental Laws or Legal Requirements regarding clinical research and experimentation on animals, except for such violations and defaults as do not and shall not, in the aggregate, have a Material Adverse Effect. Neither ITEM Holding nor any of the Subsidiaries or the Significant Investments has received notice of any such violation or default and neither the Vendors nor the Management have knowledge of any basis on which the operations of ITEM Holding or any of the Subsidiaries or Significant Investments, when conducted as currently proposed to be conducted after the Completion Date, would be held so as to violate or to give rise to any such violation or default. ITEM Holding, the Subsidiaries and the Significant Investments have all franchises, licenses, permits, certificates, authorizations, registrations or other authority presently necessary for the conduct of their business as now conducted, except for franchises, licences, permits, certificates, authorizations, registrations or other authority, the absence of which, individually or in the aggregate, does not and shall not result in a Material Adverse Effect. Based on the facts presently known to the Vendors and Management, all future expenditures on the part of ITEM Holding, the Subsidiaries and the Significant Investments required to meet the provisions of any presently existing Legal Requirements (including Legal Requirements relating to employment practices or to occupational or health standards or to environmental considerations) shall not, in the aggregate, have a Material Adverse Effect. To the knowledge of the Vendors and Management, ITEM Holding, the Subsidiaries and the Significant Investments have complied and are in compliance with applicable competition regulations and have never infringed fair competition in the markets where they operate, either with or towards third companies or between themselves. To the knowledge of the Vendors and Management, ITEM Holding, the Subsidiaries and the Significant Investments do not hold separately or together a dominant position on the markets involved and their market share and net aggregate turnover do not meet the European, French, Italian, Spanish, British and Romanian thresholds which authorizes European or domestic competition authorities to control the operation and impede the completion of the transaction contemplated hereby.

Appears in 1 contract

Samples: Share and Debenture Purchase Agreement (Phoenix International Life Sciences Inc)

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Operations in Conformity With Law, etc. The operations of ITEM Holding, Anawa and the Subsidiaries and the Significant Investments as now conducted, and their properties, assets, equipments, buildings, immoveables and leased or occupied properties, are not, and have not been, in violation of, nor is ITEM Holding Anawa or any of the Subsidiaries or Significant Investments in default and no event has occurred which with notice or lapse of time or both would constitute a default under, any applicable Legal Requirements including, in particular, any applicable Environmental Laws or Legal Requirements regarding clinical research and experimentation on animals, except for such violations and defaults as do not and shall not, in the aggregate, have a Material Adverse Effect. Neither ITEM Holding Anawa nor any of the Subsidiaries or the Significant Investments has received notice of any such violation or default and neither the Vendors nor the Management have knowledge of any there are no basis on which the operations of ITEM Holding Anawa or any of the Subsidiaries or Significant InvestmentsSubsidiaries, when conducted as currently proposed to be conducted after the Completion Date, would be held so as to violate or to give rise to any such violation or default. ITEM Holding, Anawa and the Subsidiaries and the Significant Investments have all franchises, licenses, permits, certificates, authorizations, registrations or other authority presently necessary for the conduct of their business as now conducted, except for franchises, licences, permits, certificates, authorizations, registrations or other authority, the absence of which, individually or in the aggregate, does not and shall not result in a Material Adverse Effect. Based on the facts presently known to the Vendors and Management, all future expenditures on the part of ITEM Holding, Anawa and the Subsidiaries and the Significant Investments required to meet the provisions of any presently existing applicable Legal Requirements (including Legal Requirements relating to employment practices or to occupational or health standards or to environmental considerations) shall not, in the aggregate, have a Material Adverse Effect. To the knowledge of the Vendors Anawa and Management, ITEM Holding, the Subsidiaries and the Significant Investments have complied and are in compliance with applicable competition regulations and have never infringed fair competition in the markets where they operate, either with or towards third companies or between themselves. To the knowledge of the Vendors Anawa and Management, ITEM Holding, the Subsidiaries and the Significant Investments do not hold separately or together a dominant position on the markets involved and their market share and net aggregate turnover do not meet the European, French, Italian, Spanish, British European and Romanian Swiss thresholds which authorizes European or domestic competition authorities to control the operation and impede the completion of the transaction contemplated hereby.

Appears in 1 contract

Samples: Share Purchase Agreement (Phoenix International Life Sciences Inc)

Operations in Conformity With Law, etc. The operations of ITEM Holding, the Subsidiaries Clinserve and the Significant Investments Subsidiary as now conducted, and their properties, assets, equipments, buildings, immoveables and leased or occupied properties, are not, and have not been, in violation of, nor is ITEM Holding Clinserve or any of the Subsidiaries or Significant Investments Subsidiary in default and no event has occurred which with notice or lapse of time or both would constitute a default under, any applicable Legal Requirements including, in particular, any applicable Environmental Laws or Legal Requirements regarding clinical research and experimentation on animalsanimals [or humans], except for such violations and defaults as do not and shall not, in the aggregate, have a Material Adverse Effect. Neither ITEM Holding Clinserve nor any of the Subsidiaries or the Significant Investments Subsidiary has received notice of any such violation or default and neither the Vendors nor the Management have knowledge of any basis on which the operations of ITEM Holding Clinserve or any of the Subsidiaries or Significant InvestmentsSubsidiary, when conducted as currently proposed to be conducted after the Completion Date, would be held so as to violate or to give rise to any such violation or default. ITEM Holding, the Subsidiaries Clinserve and the Significant Investments Subsidiary have all franchises, licenses, permits, certificates, authorizations, registrations or other authority presently necessary for the conduct of their business as now conducted, except for franchises, licences, permits, certificates, authorizations, registrations or other authority, the absence of which, individually or in the aggregate, does not and shall not result in a Material Adverse Effect. Based on the facts presently known to the Vendors and Management, all future expenditures on the part of ITEM Holding, the Subsidiaries Clinserve and the Significant Investments Subsidiary required to meet the provisions of any presently existing applicable Legal Requirements (including Legal Requirements relating to employment practices or to occupational or health standards or to environmental considerations) shall not, in the aggregate, have a Material Adverse Effect. To the knowledge of the Vendors and Management, ITEM Holding, the Subsidiaries Clinserve and the Significant Investments Subsidiary have complied and are in compliance with applicable competition regulations and have never infringed fair competition in the markets where they operate, either with or towards third companies or between themselves. To the knowledge of the Vendors and Management, ITEM Holding, the Subsidiaries Clinserve and the Significant Investments Subsidiary do not hold separately or together a dominant position on the markets involved and their market share and net aggregate turnover do not meet the European, French, Italian, Spanish, British and Romanian Swiss or German thresholds which authorizes European or domestic competition authorities to control the operation and impede the completion of the transaction contemplated hereby.

Appears in 1 contract

Samples: Share Purchase Agreement (Phoenix International Life Sciences Inc)

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Operations in Conformity With Law, etc. The operations of ITEM Holding, MKL and the Subsidiaries and the Significant Investments as now conducted, and their properties, assets, equipments, buildings, immoveables and leased or occupied properties, are not, and have not been, in violation of, nor is ITEM Holding MKL or any of the Subsidiaries or Significant Investments in default and no event has occurred which with notice or lapse of time or both would constitute a default under, any applicable Legal Requirements including, in particular, any applicable Environmental Laws or applicable Legal Requirements regarding clinical research and experimentation on animalshumans, except for such violations and defaults as do not and shall not, in the aggregate, have a Material Adverse Effect. Neither ITEM Holding MKL nor any of the Subsidiaries or the Significant Investments has received notice of any such violation or default and neither the Vendors nor the Management have knowledge of any basis on which the operations of ITEM Holding MKL or any of the Subsidiaries or Significant InvestmentsSubsidiaries, when conducted as currently proposed to be conducted after the Completion Date, would be held so as to violate or to give rise to any such violation or default. ITEM Holding, MKL and the Subsidiaries and the Significant Investments have all franchises, licenses, permits, certificates, authorizations, registrations or other authority presently necessary for the conduct of their business as now conducted, except for franchises, licences, permits, certificates, authorizations, registrations or other authority, the absence of which, individually or in the aggregate, does not and shall not result in a Material Adverse Effect. Based on the facts presently known to the Vendors and Management, all future expenditures on the part of ITEM Holding, MKL and the Subsidiaries and the Significant Investments required to meet the provisions of any presently existing applicable Legal Requirements (including Legal Requirements relating to employment practices or to occupational or health standards or to environmental considerations) shall not, in the aggregate, have a Material Adverse Effect. To the knowledge of the Vendors MKL and Management, ITEM Holding, the Subsidiaries and the Significant Investments have complied and are in compliance with applicable competition regulations and have have, to the best of Vendors' and Management's knowledge, never infringed fair competition in the markets where they operate, either with or towards third companies or between themselves. To the knowledge of the Vendors MKL and Management, ITEM Holding, the Subsidiaries and the Significant Investments do not hold separately or together a dominant position on the markets involved and their market share and net aggregate turnover do not meet the European, French, Italian, Spanish, British and Romanian European or German thresholds which authorizes European or domestic competition authorities to control the operation and impede the completion of the transaction contemplated hereby.

Appears in 1 contract

Samples: Share Purchase Agreement (Phoenix International Life Sciences Inc)

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