Common use of Permits and Compliance Clause in Contracts

Permits and Compliance. Each of the Company and its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, charters, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (collectively, the “Company Permits”), except where the failure to have any of the Company Permits would not, individually or in the aggregate, have a Company Material Adverse Effect, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company, threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is in violation of its charter, bylaws or other organizational documents. As of the date of this Agreement, neither the Company nor any of its Subsidiaries is in material violation of any applicable Law (including Laws relating to HIPAA and other applicable federal and state privacy and data protection Laws) or any Order and no notice of any such violation or non-compliance has been received by the Company or any of its Subsidiaries.

Appears in 2 contracts

Samples: Framework Agreement (Misys PLC), Merger Agreement (Eclipsys Corp)

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Permits and Compliance. Each of the Company and its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, charters, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (collectively, the “Company Permits”), except where the failure to have any of the Company Permits would not, individually or in the aggregate, have a Company Material Adverse EffectEffect on the Company, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company, threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, have a Company Material Adverse EffectEffect on the Company. Neither the Company nor any of its Subsidiaries is in violation of (a) its charter, bylaws or other organizational documents. As of the date of this Agreement, neither the Company nor (b) any of its Subsidiaries is in material violation applicable law, ordinance, administrative or governmental rule or regulation or (c) any order, decree or judgment of any applicable Law (including Laws relating to HIPAA and other applicable federal and state privacy and data protection Laws) or any Order and no notice of any such violation or non-compliance has been received by Governmental Entity having jurisdiction over the Company or any of its Subsidiaries, except, in the case of clauses (a), (b) and (c), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company.

Appears in 1 contract

Samples: Merger Agreement (Stratos Lightwave Inc)

Permits and Compliance. Each of the Company and its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, charters, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (collectively, the "Company Permits"), except where the failure to have any of the Company Permits would not, individually or in the aggregate, have a Company Material Adverse EffectEffect on the Company, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company, threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, have a Company Material Adverse EffectEffect on the Company. Neither the Company nor any of its Subsidiaries is in violation of (a) its charter, bylaws or other organizational documents. As of the date of this Agreement, neither the Company nor (b) any of its Subsidiaries is in material violation applicable law, ordinance, administrative or governmental rule or regulation or (c) any order, decree or judgment of any applicable Law (including Laws relating to HIPAA and other applicable federal and state privacy and data protection Laws) or any Order and no notice of any such violation or non-compliance has been received by Governmental Entity having jurisdiction over the Company or any of its Subsidiaries, except, in the case of clauses (a), (b) and (c), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company.

Appears in 1 contract

Samples: Merger Agreement (Stratos Lightwave Inc)

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Permits and Compliance. Each of the Company and its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, charters, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (collectively, the "Company Permits"), except where the failure to have any of the Company Permits would not, individually or in the aggregate, have a Company Material Adverse EffectEffect on the Company, and, and as of the date of this Agreement, Agreement no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the CompanyCompany (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Company Permits would not, individually or in the aggregate, have a Company Material Adverse EffectEffect on the Company. Neither the Company nor any of its Subsidiaries is in violation of (A) its charterCertificate of Incorporation, bylaws by-laws or other organizational documents. As of the date of this Agreement, neither the Company nor (B) any of its Subsidiaries is in material violation applicable law, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any applicable Law (including Laws relating to HIPAA and other applicable federal and state privacy and data protection Laws) or any Order and no notice of any such violation or non-compliance has been received by Governmental Entity having jurisdiction over the Company or any of its Subsidiaries., except, in the case of clauses (B) and (C), for any violations that,

Appears in 1 contract

Samples: Merger Agreement (Calpine Corp)

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