Permits and Compliance. Each of the Parent Companies and their respective Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Parent Companies or any of their Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Parent Permits"), except where the failure to have any of the Parent Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect on the Parent Companies, and, as of the date of this Agreement, no suspension or cancellation of any of the Parent Permits is pending or, to the Knowledge of the Parent Companies (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Parent Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect on the Parent Companies. None of the Parent Companies or any of their Subsidiaries is in violation of (A) their respective charter, by-laws or other organizational documents, (B) any applicable law, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the Parent Companies or any of their Subsidiaries, except, in the case of clauses (A), (B) and (C), for any violations that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect on the Parent Companies. Except as disclosed in the Parent SEC Documents filed prior to the date of this Agreement, as of the date hereof, there is no contract or agreement that is material to the business, properties, results of operations or financial condition of the Parent Companies and their Subsidiaries, taken as a whole. Except as set forth in the Parent SEC Documents or Section 2.8 of the Parent Letter, prior to the date of this Agreement, no event of default or event that, but for the giving of notice or the lapse of time or both, would constitute an event of default exists or, upon the consummation by the Parent Companies of the transactions contemplated by this Agreement, will exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, license or other agreement or instrument to which the Parent Companies or any of their Subsidiaries is a party or by which the Parent Companies or any such Subsidiary is bound or to which any of the properties, assets or operations of the Parent Companies or any such Subsidiary is subject, other than any defaults that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect on the Parent Companies. For purposes of this Agreement, the term "Knowledge" when used with respect to the Parent Companies means the actual knowledge of the individuals identified in Section 2.8 of the Parent Letter. Section 2.9
Appears in 1 contract
Samples: Execution Version Agreement and Plan (Starwood Lodging Corp)
Permits and Compliance. Each of the Parent Companies and their respective its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity ("Permits") necessary for the Parent Companies or any of their Subsidiaries it to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Parent Permits"), except where the failure to have any of the Parent PermitsPermits would not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a Material Adverse Effect on the Parent CompaniesParent, and, as of the date of this Agreement, no suspension or cancellation of any of the Parent Permits is pending or, to the Knowledge of the Parent Companies (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Parent PermitsPermits would not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a Material Adverse Effect on the Parent CompaniesParent. None of the Parent Companies or any of their its Subsidiaries is in violation of (A) their respective its charter, by-laws or other organizational documents, (B) any applicable law, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the Parent Companies or any of their its Subsidiaries, except, in the case of clauses (A), (B) and (CB), for any violations that, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a Material Adverse Effect on the Parent CompaniesParent. Except as disclosed in the Parent SEC Documents filed prior to the date of this Agreementhereof, as of the date hereof, there is no contract or agreement that is material to the business, properties, financial condition or results of operations or financial condition of the Parent Companies and their its Subsidiaries, taken as a whole. Except as set forth in the Parent SEC Documents or Section 2.8 of the Parent Letter, filed prior to the date of this Agreementhereof, no event of default or event that, but for the giving of notice or the lapse of time or both, would constitute an event of default exists or, upon the consummation by the Parent Companies of the transactions contemplated by this Agreement, will exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other contract, agreement or instrument to which the Parent Companies or any of their its Subsidiaries is a party or by which the Parent Companies or any such Subsidiary is bound or to which any of the properties, assets or operations of the Parent Companies or any such Subsidiary is subject, other than any defaults that, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a Material Adverse Effect on the Parent CompaniesParent. For purposes of As used in this Agreement, the term "KnowledgeKnowledge of Parent" when used with respect to the Parent Companies means the actual knowledge of the individuals identified in Section 2.8 any of the Parent LetterChief Executive Officer, Chief Operating Officer, Chief Financial Officer, General Counsel or Principal Accounting Officer of Parent. Section 2.9
Appears in 1 contract
Permits and Compliance. Each of the Parent Companies Company and their respective its Subsidiaries is and at all times has been in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Parent Companies Company or any of their its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Parent PermitsCOMPANY PERMITS"), except where the failure to have any of the Parent PermitsCompany Permits would not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a Material Adverse Effect on the Parent CompaniesCompany, and, as of the date of this Agreement, and no suspension or cancellation of any of the Parent Company Permits is pending or, to the Knowledge of the Parent Companies Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Parent PermitsCompany Permits would not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a Material Adverse Effect on the Parent CompaniesCompany. None of Neither the Parent Companies or Company nor any of their its Subsidiaries is or has been in violation of (Aa) their respective its charter, by-laws or other organizational documents, (Bb) any applicable law, ordinance, administrative administrative, or governmental rule or regulation, including any consumer protection, equal opportunity, customs, export control, foreign trade, foreign corrupt practices (including the Foreign Corrupt Practices Act), patient confidentiality, health, health care industry regulation or and third-party reimbursement laws including under any Federal Health Care Program (Cas defined in Section 1128B(f) of the U.S. Federal Social Security Act (together with all regulations promulgated thereunder, the "SSA")), (c) any order, decree or judgment of any Governmental Entity having jurisdiction over the Parent Companies Company or any of their Subsidiariesits Subsidiaries or (d) any Company Permits, except, in the case of clauses (Aa), (Bb), (c) and (C), d) for any violations that, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a Material Adverse Effect on the Parent CompaniesCompany. Except as disclosed Without limiting the foregoing, the Company is in compliance, in all material respects, with all current applicable statutes, rules, regulations, standards, guidelines, policies or orders administered or issued by the Parent SEC Documents filed prior United States Food and Drug Administration (the "FDA") or comparable foreign Governmental Entity, including, but not limited to, FDA's Quality System Regulation, 21 CFR Part 820; the Company does not have knowledge of any facts which furnish any reasonable basis for any Form FDA-483 observations or regulatory or warning letters from the FDA, Section 305 notices, or other similar communications from the FDA or comparable foreign entity; and since March 13, 1997, there have been no recalls, field notifications, alerts or seizures requested or threatened relating to the date of this AgreementCompany's products, as except set forth in Section 3.8 of the date hereofCompany Letter. The Company's products, where required, are being marketed under valid 510(k) pre-market notifications cleared by FDA under Section 510(k) of the Federal Food, Drug, and Cosmetic Act, 21 U.S.C. ss. 360(k), and 21 C.F.R. Part 807, Subpart E ("510(k)s") or pre-market approval applications approved by the FDA in accordance with 21 U.S.C. ss. 360e and 21 C.F.R. Part 814 ("PMAs"). All 510(k)s and/or PMAs for the Company's products are exclusively owned by the Company, and there is no reason to believe that FDA is considering limiting, suspending, or revoking any such 510(k)s or PMAs or changing the marketing classification or labeling of any such products. To the Knowledge of the Company, there is no contract false information or agreement that is material significant omission in any product application or product-related submission to the businessFDA or comparable foreign Governmental Entity. The Company has obtained all necessary regulatory approvals from any foreign regulatory agencies related to the products distributed and sold by the Company. Neither the Company nor any Subsidiary, propertiesnor the officers, results of operations directors, managing employees or financial condition agents (as those terms are defined in 42 C.F.R. ss.1001.1001) of the Parent Companies Company or any Subsidiary: (i) have engaged in any activities which are prohibited under, or are cause for civil penalties or mandatory or permissive exclusion from, any Federal Health Care Program under Sections 1128, 1128A, 1128B, or 1877 of SSA or related state or local statutes, including knowingly and their Subsidiarieswillfully offering, taken as a whole. Except as set forth paying, soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind in return for, or to induce, the Parent SEC Documents purchase, lease, or Section 2.8 order, or the arranging for or recommending of the Parent Letterpurchase, prior to the date of this Agreementlease or order, no event of default or event that, but for the giving of notice or the lapse of time or both, would constitute an event of default exists or, upon the consummation by the Parent Companies of the transactions contemplated by this Agreement, will exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement item or instrument for borrowed money or any lease, license or other agreement or instrument to which the Parent Companies or any of their Subsidiaries is a party or by which the Parent Companies or any such Subsidiary is bound or to which any of the properties, assets or operations of the Parent Companies or any such Subsidiary is subject, other than any defaults that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect on the Parent Companies. For purposes of this Agreement, the term "Knowledge" when used with respect to the Parent Companies means the actual knowledge of the individuals identified in Section 2.8 of the Parent Letter. Section 2.9service for
Appears in 1 contract
Permits and Compliance. Each of the Parent Companies Company and their respective its ---------------------- Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Parent Companies Company or any of their its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Parent Company Permits"), except where the failure to have any of the Parent PermitsCompany Permits would not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a Material Adverse Effect on the Parent CompaniesCompany, and, as of the date of this Agreement, and no suspension or cancellation of any of the Parent Company Permits is pending or, to the Knowledge of the Parent Companies Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Parent PermitsCompany Permits would not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a Material Adverse Effect on the Parent CompaniesCompany. None of Neither the Parent Companies or Company nor any of their its Subsidiaries is in violation of (A) their respective its charter, by-laws or other organizational documents, (B) any applicable law, ordinance, administrative administrative, or governmental rule or regulation, including any consumer protection, equal opportunity, health, health care industry regulation and third-party reimbursement laws including under any Federal Health Care Program (as defined in Section 1128B(f) of the U.S. Federal Social Security Act (together with all regulations promulgated thereunder, the "SSA")), or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the Parent Companies Company or any of their its Subsidiaries, except, in the case of clauses (A), (B) and (C), for any violations that, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a Material Adverse Effect on the Parent CompaniesCompany. Except as disclosed Without limiting the foregoing, the Company is in compliance, in all material respects, with all current applicable statutes, rules, regulations or orders administered or issued by the Parent SEC Documents filed prior United States Food and Drug Administration (the "FDA") or comparable foreign Governmental Entity; the Company does not have knowledge of any facts which furnish any reasonable basis for any warning letters from the FDA, Section 305 notices, or other similar communications from the FDA or comparable foreign entity; and since April 30, 1997, there have been no recalls, field notifications, alerts or seizures requested or threatened relating to the date of this AgreementCompany's products, as except set forth in Section 3.8 of the date hereofCompany Letter. The Company's products, where required, are being marketed under valid 510(k) or Pre-Market Approval Applications. To the Knowledge of the Company, there is no contract false information or agreement that is material significant omission in any product application or product-related submission to the businessFDA or comparable foreign Governmental Entity. The Company has obtained all necessary regulatory approvals from any foreign regulatory agencies related to the products distributed and sold by the Company. Neither the Company nor any Subsidiary, propertiesnor the officers, results of operations directors, managing employees or financial condition agents (as those terms are defined in 42 C.F.R. (S)1001.1001) of the Parent Companies Company or any Subsidiary: (i) have engaged in any activities which are prohibited under, or are cause for civil penalties or mandatory or permissive exclusion from, any Federal Health Care Program under Sections 1128, 1128A, 1128B, or 1877 of SSA or related state or local statutes, including knowingly and their Subsidiarieswillfully offering, taken as a whole. Except as set forth paying, soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind in return for, or to induce, the Parent SEC Documents purchase, lease, or Section 2.8 order, or the arranging for or recommending of the Parent Letterpurchase, prior to the date lease or order, of this Agreement, no event of default any item or event that, but service for the giving of notice which payment may be made in whole or the lapse of time or both, would constitute an event of default exists or, upon the consummation by the Parent Companies of the transactions contemplated by this Agreement, will exist in part under any indenture, mortgage, loan agreement, note such program; (ii) have had a civil monetary penalty assessed against them under Section 1128A of SSA; (iii) have been excluded from participation under any Federal Health Care Program; or other agreement or instrument for borrowed money, any guarantee (iv) have been convicted (as defined in 42 C.F.R. (S) 1001.2) of any agreement or instrument for borrowed money or any lease, license or other agreement or instrument to which the Parent Companies or any of their Subsidiaries is a party or by which the Parent Companies or any such Subsidiary is bound or to which any of the properties, assets or operations categories of the Parent Companies or any such Subsidiary is subject, other than any defaults that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect on the Parent Companies. For purposes of this Agreement, the term "Knowledge" when used with respect to the Parent Companies means the actual knowledge of the individuals identified in Section 2.8 of the Parent Letter. Section 2.9offenses
Appears in 1 contract
Samples: Agreement and Plan of Merger (Marquette Medical Systems Inc)
Permits and Compliance. Each of the Parent Companies Company and their respective its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Parent Companies Company or any of their its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Parent COMPANY Permits"), except where the failure to have any of the Parent PermitsCompany Permits would not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a Material Adverse Effect on the Parent CompaniesCompany, and, as of the date of this Agreement, and no suspension or cancellation of any of the Parent Company Permits is pending or, to the Knowledge of the Parent Companies Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Parent PermitsCompany Permits would not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a Material Adverse Effect on the Parent CompaniesCompany. None of Neither the Parent Companies or Company nor any of their its Subsidiaries is in violation of (A) their respective its charter, by-laws or other organizational documents, (B) any applicable law, ordinance, administrative administrative, or governmental rule or regulation, including any consumer protection, equal opportunity, patient confidentiality, health, health care industry regulation or and third-party reimbursement laws including under any Federal Health Care Program (as defined in Section 1128B(f) of the U.S. Federal Social Security Act (together with all regulations promulgated thereunder, the "SSA")), (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the Parent Companies Company or any of their Subsidiariesits Subsidiaries or (D) any Company Permits, except, in the case of clauses (A), (B), (C) and (C), D) for any violations that, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a Material Adverse Effect on the Parent CompaniesCompany. Except as disclosed Without limiting the foregoing, the Company is in compliance, in all material respects, with all current applicable statutes, rules, regulations or orders administered or issued by the Parent SEC Documents filed prior United States Food and Drug Administration (the "FDA") or comparable foreign Governmental Entity; the Company does not have Knowledge of any facts which furnish any reasonable basis for any warning letters from the FDA, Section 305 notices, or other similar communications from the FDA or comparable foreign entity; and since April 30, 1997, there have been no recalls, field notifications, alerts or seizures requested in writing, or to the date of this Agreement, as Knowledge of the date hereofCompany, either requested orally or threatened relating to the Company's products, except as set forth in Section 3.8 of the Company Letter. The Company's products, where required, are being marketed under valid 510(k) or Pre-Market Approval Applications. To the Knowledge of the Company, there is no contract false information or agreement that is material significant omission in any product application or product-related submission to the business, properties, results of operations FDA or financial condition of the Parent Companies and their Subsidiaries, taken as a whole. Except as set forth in the Parent SEC Documents or Section 2.8 of the Parent Letter, prior to the date of this Agreement, no event of default or event that, but for the giving of notice or the lapse of time or both, would constitute an event of default exists or, upon the consummation by the Parent Companies of the transactions contemplated by this Agreement, will exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, license or other agreement or instrument to which the Parent Companies or any of their Subsidiaries is a party or by which the Parent Companies or any such Subsidiary is bound or to which any of the properties, assets or operations of the Parent Companies or any such Subsidiary is subject, other than any defaults that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect on the Parent Companies. For purposes of this Agreement, the term "Knowledge" when used with respect to the Parent Companies means the actual knowledge of the individuals identified in Section 2.8 of the Parent Letter. Section 2.9comparable
Appears in 1 contract
Permits and Compliance. Each of the Parent Companies Company and their respective Subsidiaries its Subsidiaries, and the Company Venture, is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity Permits necessary for the Parent Companies Company or any of their Subsidiaries its Subsidiaries, and the Company Venture, to own, sell, lease and operate its properties or to carry on its business as it is now being conducted (the "Parent Company Permits"), except where the failure to have any of the Parent Company Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a Material Adverse Effect on the Parent CompaniesCompany, and, as of the date of this Agreement, no suspension or cancellation of any of the Parent Company Permits is pending or, to the Knowledge of the Parent Companies Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Parent Company Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a Material Adverse Effect on the Parent CompaniesCompany. None of Neither the Parent Companies or Company nor any of their Subsidiaries its Subsidiaries, nor the Company Venture, is in violation of (Ai) their respective its charter, by-laws or other organizational documents, (Bii) any applicable law, ordinance, administrative or governmental rule or regulation (including the Federal Trade Commission Act, the Truth-in-Lending Act and Regulation Z promulgated thereunder, the Equal Credit Opportunity Act and Regulation B promulgated thereunder, the Interstate Land Sales Full Disclosure Act, the Civil Rights Acts of 1964 and 1968, Environmental Laws (as hereinafter defined), federal and state telemarketing laws, state time share laws, state securities laws applicable to the sale or offer of vacation ownership interests ("VOIs"), and seller of travel or travel agency laws) or (Ciii) any order, decree or judgment of any Governmental Entity having jurisdiction over the Parent Companies Company or any of their its Subsidiaries, or the Company Venture, except, in the case of clauses (Ai), (Bii) and (Ciii), for any violations that, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a Material Adverse Effect on the Parent CompaniesCompany. Except as disclosed in the Parent Company SEC Documents filed prior to the date of this AgreementAgreement or in Section 3.8 of the Company Letter, as of and except for contracts or agreements entered into after the date hereof, not in violation of this Agreement, there is no contract or agreement that is material to the business, properties, results of operations or condition (financial condition or otherwise) of the Parent Companies Company and their its Subsidiaries, and the Company Venture, taken as a whole. Except as set forth in the Parent Company SEC Documents or Section 2.8 3.8 of the Parent Company Letter, prior to the date of this Agreement, no event of default or event that, but for the giving of notice or the lapse of time or both, would constitute an event of default exists or, upon the consummation by the Parent Companies Company of the transactions contemplated by this Agreement, will exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, license or other agreement or instrument to which the Parent Companies or any of their Subsidiaries is a party or by which the Parent Companies or any such Subsidiary is bound or to which any of the properties, assets or operations of the Parent Companies or any such Subsidiary is subject, other than any defaults that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect on the Parent Companies. For purposes of this Agreement, the term "Knowledge" when used with respect to the Parent Companies means the actual knowledge of the individuals identified in Section 2.8 of the Parent Letter. Section 2.9or
Appears in 1 contract
Permits and Compliance. Each of the Parent Companies Company and their respective each of 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 Parent Companies Company or any of their its Subsidiaries to own, sell, lease and operate its properties or to carry on its business as it is now being conducted (the "Parent Company Permits"), except where the failure to have any of the Parent Company Permits, individually or and in the aggregate, has not had, had and would not reasonably be expected to have, have a Company Material Adverse Effect on the Parent CompaniesEffect, and, as of the date of this Agreement, and no suspension or cancellation of any of the Parent Company Permits is pending or, to the Knowledge knowledge of the Parent Companies (as hereinafter defined)Company, threatened, except where the such suspension or cancellation of any of the Parent Permits, individually or in the aggregate, has not had, had and would not reasonably be expected to have, have a Company Material Adverse Effect on Effect. Neither the Parent Companies. None of the Parent Companies or Company nor any of their its Subsidiaries is in violation of (Ai) their respective its charter, by-laws bylaws or other organizational documents, (Bii) any applicable law, ordinance, administrative or governmental rule or regulation or (Ciii) any order, decree or judgment of any Governmental Entity having jurisdiction over the Parent Companies Company or any of their Subsidiaries, its Subsidiaries except, in the case of clauses (A), (Bii) and (Ciii), for any violations that, individually or and in the aggregate, have not had, had and would not reasonably be expected to have, have a Company Material Adverse Effect on the Parent CompaniesEffect. Except for Commitments (as disclosed in the Parent SEC Documents filed prior hereinafter defined) to be entered into after the date hereof permitted under the provisions of this AgreementSection 4.1, as Section 3.8 of the date hereofCompany Letter sets forth a complete and correct list of each contract, there is no contract or agreement that is material to the business, properties, results of operations or financial condition of the Parent Companies and their Subsidiaries, taken as a whole. Except as set forth in the Parent SEC Documents or Section 2.8 of the Parent Letter, prior to the date of this Agreement, no event of default or event that, but for the giving of notice or the lapse of time or both, would constitute an event of default exists or, upon the consummation by the Parent Companies of the transactions contemplated by this Agreement, will exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed moneyarrangement, any guarantee of any agreement written or instrument for borrowed money or any leaseunwritten, license or other agreement or instrument to which the Parent Companies Company or any of their its Subsidiaries is a party or by which the Parent Companies Company or any of its Subsidiaries is bound that (i) relates to the borrowing of money or the guaranty of any obligation to borrow money, in each case, in excess of $1 million, (ii) involves revenues or expenditures in excess of $1 million per annum (excluding purchase and sale orders entered into in the ordinary course of business consistent with past practice), (iii) is a collective bargaining or employment agreement involving any employee or employees of the Company or any of its Subsidiaries, (iv) obligates the Company or any of its Subsidiaries not to compete with any business or otherwise restricts its right to carry on its business, (v) relates to any acquisition of the capital stock or any of the assets of the Company or any Subsidiary by another person (other than in the ordinary course of the Company's or such Subsidiary's business consistent with past practice, with respect to assets) and pursuant to which the Company or any Subsidiary has continuing obligations or liabilities, (vi) relates to any acquisition by the Company or any of its Subsidiaries of the capital stock or any substantial part of the assets of another person that was entered into in the three years prior to the date hereof, (vii) is a contract with any supplier, customer, distributor or fabricator involving an amount in excess of $1 million per annum that is not cancelable by the Company without causing a Company Material Adverse Effect (excluding purchases and sales orders entered into in the ordinary course of business consistent with past practice), (viii) relates to any merger, consolidation, recapitalization, dissolution, liquidation or other reorganization of the Company or any of its Subsidiaries pursuant to which the Company or any such Subsidiary is bound has continuing obligations or liabilities, (ix) relates to consulting or other professional services (other than contracts for information technology and other services entered into in the ordinary course of business consistent with past practice and providing for fees that are less than $1 million in the aggregate) or to which investment banking or other financial advisory services (including any agreements requiring the Company or any of the propertiesits Subsidiaries to use a particular investment bank in any financing or other transaction), assets or operations (x) is referred to in Section 3.19 of the Parent Companies Company Letter, (xi) is an after-market agreement with a distributor who purchases in excess of $1 million of goods from the Company and the Subsidiaries per annum, (xii) provides for pricing concessions or givebacks in excess of 5% per annum of the price of any product supplied to a customer or (xiii) is a sales representative agreement pursuant to which compensation to the representative is reasonably expected to exceed $250,000 in any year or in respect of which the cost to the Company or any of its Subsidiaries would exceed $250,000 upon the termination thereof by the Company or such Subsidiary (collectively, the "Commitments"). Except as set forth in Section 3.8 of the Company Letter, neither the Company nor any of its Subsidiaries is subjectin breach of or default or has suffered the loss of a material benefit under or the acceleration of its obligations under or the termination of (and, other than to the knowledge of the Company, no event has occurred which with notice or the passage of time or both would constitute or result in a breach of or default or such a loss of a material benefit or acceleration under or the termination of) any Commitment, except for breaches, defaults or losses that, individually or and in the aggregate, have not had, had and would not reasonably be expected to have, have a Company Material Adverse Effect on the Parent Companies. For purposes of this Agreement, the term "Knowledge" when used with respect to the Parent Companies means the actual knowledge of the individuals identified in Section 2.8 of the Parent Letter. Section 2.9Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Magna International Inc)
Permits and Compliance. Each of the Parent Companies Company and their respective its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Parent Companies Company or any of their its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Parent Company Permits"), except where the failure to have any of the Parent PermitsCompany Permits would not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a Material Adverse Effect on the Parent CompaniesCompany, and, as of the date of this Agreement, and no suspension or cancellation of any of the Parent Company Permits is pending or, to the Knowledge of the Parent Companies Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Parent PermitsCompany Permits would not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a Material Adverse Effect on the Parent CompaniesCompany. None of Neither the Parent Companies or Company nor any of their its Subsidiaries is in violation of (A) their respective its charter, by-laws or other organizational documents, (B) any applicable law, ordinance, administrative administrative, or governmental rule or regulation, including any consumer protection, equal opportunity, health, health care industry regulation and third-party reimbursement laws including under any Federal Health Care Program (as defined in Section 1128B(f) of the U.S. Federal Social Security Act (together with all regulations promulgated thereunder, the "SSA")), or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the Parent Companies Company or any of their its Subsidiaries, except, in the case of clauses (A), (B) and (C), for any violations that, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a Material Adverse Effect on the Parent CompaniesCompany. Except as disclosed Without limiting the foregoing, the Company is in compliance, in all material respects, with all current applicable statutes, rules, regulations or orders administered or issued by the Parent SEC Documents filed prior United States Food and Drug Administration (the "FDA") or comparable foreign Governmental Entity; the Company does not have knowledge of any facts which furnish any reasonable basis for any warning letters from the FDA, Section 305 notices, or other similar communications from the FDA or comparable foreign entity; and since December 31, 1998, there have been no recalls, field notifications, alerts or seizures requested or threatened relating to the date of this AgreementCompany's products, as of the date hereof, there is no contract or agreement that is material to the business, properties, results of operations or financial condition of the Parent Companies and their Subsidiaries, taken as a whole. Except as except set forth in the Parent SEC Documents or Section 2.8 3.8 of the Parent Company Letter. The Company's products, prior where required, are being marketed under valid 510(k) or Pre-Market Approval Applications. There is no false information or significant omission in any product application or product-related submission to the date of this Agreement, no event of default FDA or event that, but for comparable foreign Governmental Entity. The Company has obtained all necessary regulatory approvals from any foreign regulatory agencies related to the giving of notice or the lapse of time or both, would constitute an event of default exists or, upon the consummation products distributed and sold by the Parent Companies of the transactions contemplated by this Agreement, will exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, license or other agreement or instrument to Company in those jurisdictions in which the Parent Companies or any of their Subsidiaries is a party or by which Company products are sold, except to the Parent Companies or any extent that the failure to obtain such Subsidiary is bound or to which any of the properties, assets or operations of the Parent Companies or any such Subsidiary is subject, other than any defaults thatapprovals would not, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect on Effect. Neither the Parent Companies. For purposes Company nor any Subsidiary, nor the officers, directors, managing employees or agents (as those terms are defined in 42 C.F.R. ss.1001.1001) of this Agreementthe Company or any Subsidiary: (i) have engaged in any activities which are prohibited under, or are cause for civil penalties or mandatory or permissive exclusion from, any Federal Health Care Program under Sections 1128, 1128A, 1128B, or 1877 of SSA or related state or local statutes, including knowingly and willfully offering, paying, soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind in return for, or to induce, the term "Knowledge" when used with respect to purchase, lease, or order, or the Parent Companies means the actual knowledge arranging for or recommending of the individuals identified purchase, lease or order, of any item or service for which payment may be made in whole or in part under any such program; (ii) have had a civil monetary penalty assessed against them under Section 2.8 1128A of SSA; (iii) have been excluded from participation under any Federal Health Care Program; or (iv) have been convicted (as defined in 42 C.F.R. ss. 1001.2) of any of the Parent Letter. Section 2.9categories of offenses described in Sections 1128(a) or 1128(b)(1), (b)(2), or (b)(3)
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Permits and Compliance. Each of the Parent Companies Company and their respective its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Parent Companies Company or any of their its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Parent PermitsCOMPANY PERMITS"), except where the failure to have any of the Parent PermitsCompany Permits would not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a Material Adverse Effect on the Parent CompaniesCompany, and, as of the date of this Agreement, and no suspension or cancellation of any of the Parent Company Permits is pending or, to the Knowledge of the Parent Companies Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Parent PermitsCompany Permits would not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a Material Adverse Effect on the Parent CompaniesCompany. None of Neither the Parent Companies or Company nor any of their its Subsidiaries is in violation of (A) their respective its charter, by-laws bylaws or other organizational documents, (B) any applicable law, ordinance, administrative administrative, or governmental rule or regulation, including any consumer protection, equal opportunity, patient confidentiality, health, health care industry regulation or and thirdparty reimbursement laws including under any Federal Health Care Program (as defined in Section 1128B(f) of the U.S. Federal Social Security Act (together with all regulations promulgated thereunder, the "SSA")), (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the Parent Companies Company or any of their Subsidiariesits Subsidiaries or (D) any Company Permits, except, in the case of clauses (A), (B), (C) and (C), D) for any violations that, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a Material Adverse Effect on the Parent CompaniesCompany. Except as disclosed in Without limiting the Parent SEC Documents filed prior to the date of this Agreement, as of the date hereof, there is no contract or agreement that is material to the business, properties, results of operations or financial condition of the Parent Companies and their Subsidiaries, taken as a whole. Except as set forth in the Parent SEC Documents or Section 2.8 of the Parent Letter, prior to the date of this Agreement, no event of default or event that, but for the giving of notice or the lapse of time or both, would constitute an event of default exists or, upon the consummation by the Parent Companies of the transactions contemplated by this Agreement, will exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, license or other agreement or instrument to which the Parent Companies or any of their Subsidiaries is a party or by which the Parent Companies or any such Subsidiary is bound or to which any of the properties, assets or operations of the Parent Companies or any such Subsidiary is subject, other than any defaults that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect on the Parent Companies. For purposes of this Agreementforegoing, the term "Knowledge" when used Company is in compliance, in all material respects, with respect to the Parent Companies means the actual knowledge of the individuals identified in Section 2.8 of the Parent Letter. Section 2.9all current applicable statutes, rules, regulations or orders
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Permits and Compliance. Each of the Parent Companies Company and their respective its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Parent Companies Company or any of their its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Parent Company Permits"), except where the failure to have any of the Parent PermitsCompany Permits would not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a Material Adverse Effect on the Parent CompaniesCompany, and, as of the date of this Agreement, and no suspension or cancellation of any of the Parent Company Permits is pending or, to the Knowledge of the Parent Companies Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Parent PermitsCompany Permits would not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a Material Adverse Effect on the Parent CompaniesCompany. None Except as set forth on Section 3.8 of the Parent Companies or Company Letter, neither the Company nor any of their its Subsidiaries is in violation of (A) their respective its charter, by-laws or other organizational documents, (B) any applicable law, ordinance, administrative administrative, or governmental rule or regulation, including any consumer protection, equal opportunity, patient confidentiality, health, health care industry regulation or and third-party reimbursement laws including under any Federal Health Care Program (as defined in Section 1128B(f) of the U.S. Federal Social Security Act (together with all regulations promulgated thereunder, the "SSA")), (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the Parent Companies Company or any of their Subsidiariesits Subsidiaries or (D) any Company Permits, except, in the case of clauses (A), (B), (C) and (C), D) for any violations that, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a Material Adverse Effect on the Parent CompaniesCompany. Without limiting the foregoing, the Company is not subject to statutes, rules, regulations or orders administered or issued by the United States Food and Drug Administration (the "FDA") or comparable foreign Governmental Entity. The Company has obtained all necessary regulatory approvals from any foreign regulatory agencies related to the products distributed and sold by the Company. Neither the Company nor any Subsidiary, nor the officers, directors, managing employees or agents (as those terms are defined in 42 C.F.R. xx.xx. 1001.1001) of the Company or any Subsidiary: (i) have engaged in any activities which are prohibited under, or are cause for civil penalties or mandatory or permissive exclusion from, any Federal Health Care Program under Sections 1128, 1128A, 1128B, or 1877 of SSA or related state or local statutes, including knowingly and willfully offering, paying, soliciting or receiving any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind in return for, or to induce, the purchase, lease, or order, or the arranging for or recommending of the purchase, lease or order, of any item or service for which payment may be made in whole or in part under any such program; (ii) have had a civil monetary penalty assessed against them under Section 1128A of SSA; (iii) have been excluded from participation under any Federal Health Care Program; or (iv) have been convicted (as defined in 42 C.F.R. xx.xx. 1001.2) of any of the categories of offenses described in Sections 1128(a) or 1128(b)(1), (b)(2), or (b)(3) of SSA. Except as disclosed in the Parent Company SEC Documents filed prior to the date of this Agreement, as there are no contracts or agreements of the date hereof, there is no contract Company or agreement that is material to the business, properties, results of operations its Subsidiaries having terms or financial condition of the Parent Companies and their Subsidiaries, taken as a whole. Except as set forth in the Parent SEC Documents or Section 2.8 of the Parent Letter, prior to the date of this Agreement, no event of default or event that, but for the giving of notice or the lapse of time or both, conditions which would constitute an event of default exists or, upon the consummation by the Parent Companies of the transactions contemplated by this Agreement, will exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, license or other agreement or instrument to which the Parent Companies or any of their Subsidiaries is a party or by which the Parent Companies or any such Subsidiary is bound or to which any of the properties, assets or operations of the Parent Companies or any such Subsidiary is subject, other than any defaults that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect on the Parent CompaniesCompany or having covenants not to compete that materially impair the ability of the Company to conduct its business as currently conducted or would reasonably be expected to materially impair Parent's ability to conduct its businesses. For purposes "Knowledge of this Agreement, the term "KnowledgeCompany" when used with respect to the Parent Companies means the actual knowledge of the individuals identified in Section 2.8 directors and the following officers of the Parent Letter. Section 2.9Company: Xxxx Xxxxx; Xxxxx X. Xxxxxxxx; Xxx Xxxxx; Xxxxxxxx Xxxxxxx; Xxxx Xxxxxxxxx; Xxxxx Xxxxxx; and Xxxxxxxx Xxxx.
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Permits and Compliance. Each of the Parent Companies Company and their respective its ---------------------- Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Parent Companies Company or any of their its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Parent Company Permits"), except where the --------------- failure to have any of the Parent PermitsCompany Permits would not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a Material Adverse Effect on the Parent CompaniesCompany, and, as of the date of this Agreement, and no suspension or cancellation of any of the Parent Company Permits is pending or, to the Knowledge of the Parent Companies Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Parent PermitsCompany Permits would not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a Material Adverse Effect on the Parent CompaniesCompany. None of Neither the Parent Companies or Company nor any of their its Subsidiaries is in violation of (A) their respective its charter, by-laws or other organizational documents, (B) any applicable law, ordinance, administrative administrative, or governmental rule or regulation, including any consumer protection, equal opportunity, health, health care industry regulation and third-party reimbursement laws including under any Federal Health Care Program (as defined in Section 1128B(f) of the U.S. Federal Social Security Act (together with all regulations promulgated thereunder, the "SSA")), or (C) any order, decree or --- judgment of any Governmental Entity having jurisdiction over the Parent Companies Company or any of their its Subsidiaries, except, in the case of clauses (A), (B) and (C), for any violations that, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a Material Adverse Effect on the Parent CompaniesCompany. Except as disclosed Without limiting the foregoing, the Company is in compliance, in all material respects, with all current applicable statutes, rules, regulations or orders administered or issued by the Parent SEC Documents filed prior United States Food and Drug Administration (the "FDA") or comparable foreign Governmental Entity; --- the Company does not have knowledge of any facts which furnish any reasonable basis for any warning letters from the FDA, Section 305 notices, or other similar communications from the FDA or comparable foreign entity; and since December 31, 1998, there have been no recalls, field notifications, alerts or seizures requested or threatened relating to the date of this AgreementCompany's products, as of the date hereof, there is no contract or agreement that is material to the business, properties, results of operations or financial condition of the Parent Companies and their Subsidiaries, taken as a whole. Except as except set forth in the Parent SEC Documents or Section 2.8 3.8 of the Parent Company Letter. The Company's products, prior where required, are being marketed under valid 510(k) or Pre-Market Approval Applications. There is no false information or significant omission in any product application or product-related submission to the date of this Agreement, no event of default FDA or event that, but for comparable foreign Governmental Entity. The Company has obtained all necessary regulatory approvals from any foreign regulatory agencies related to the giving of notice or the lapse of time or both, would constitute an event of default exists or, upon the consummation products distributed and sold by the Parent Companies of the transactions contemplated by this Agreement, will exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, license or other agreement or instrument to Company in those jurisdictions in which the Parent Companies or any of their Subsidiaries is a party or by which Company products are sold, except to the Parent Companies or any extent that the failure to obtain such Subsidiary is bound or to which any of the properties, assets or operations of the Parent Companies or any such Subsidiary is subject, other than any defaults thatapprovals would not, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect on Effect. Neither the Parent Companies. For purposes of this AgreementCompany nor any Subsidiary, nor the term "Knowledge" when used with respect to the Parent Companies means the actual knowledge officers, directors, managing employees or agents (as those terms are defined in 42 C.F.R. (S)1001.1001) of the individuals identified Company or any Subsidiary: (i) have engaged in Section 2.8 any activities which are prohibited under, or are cause for civil penalties or mandatory or permissive exclusion from, any Federal Health Care Program under Sections 1128, 1128A, 1128B, or 1877 of the Parent Letter. Section 2.9SSA or related state or local statutes, including knowingly and willfully offering, paying, soliciting or receiving any
Appears in 1 contract
Samples: Agreement and Plan of Merger (Oec Medical Systems Inc)
Permits and Compliance. Each of the Parent Companies Company and their respective its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Parent Companies Company or any of their its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Parent Company Permits"), except where the failure to have any of the Parent PermitsCompany Permits would not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a Material Adverse Effect on the Parent CompaniesCompany, and, as of the date of this Agreement, no suspension or cancellation of any of the Parent Company Permits is pending or, to the Knowledge knowledge of the Parent Companies Company (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Parent PermitsCompany Permits would not, individually or in the aggregate, has not had, and would not reasonably be expected to have, have a Material Adverse Effect on Company. Neither the Parent Companies. None of the Parent Companies or Company nor any of their its Subsidiaries is in violation of (A) their respective its charter, by-laws or other organizational documents, (B) any applicable law, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over the Parent Companies Company or any of their its Subsidiaries, except, in the case of clauses (A), (B) and (C), for any violations that, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a Material Adverse Effect on the Parent CompaniesCompany. Except as disclosed in the Parent SEC Company Disclosure Documents filed provided prior to the date of this Agreement, as of the date hereof, hereof there is no contract or agreement that is material (which, for the purpose of this sentence, shall be limited to contracts involving $100,000 or more and not terminable on 30-days' notice and excluding purchase of inventory in the ordinary course of business) to the business, properties, financial condition or results of operations or financial condition of the Parent Companies Company and their its Subsidiaries, taken as a whole. Except as set forth in the Parent SEC Documents or Section 2.8 of the Parent LetterCompany Disclosure Documents, prior to the date of this Agreement, no event of default or event that, but for the giving of notice or the lapse of time or both, would constitute an event of default exists or, upon the consummation by the Parent Companies Company of the transactions contemplated by this Agreement, will exist under any indenture, mortgage, loan agreement, note or other agreement or instrument for borrowed money, any guarantee of any agreement or instrument for borrowed money or any lease, contractual license or other agreement or instrument to which the Parent Companies Company or any of their its Subsidiaries is a party or by which the Parent Companies Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Parent Companies Company or any such Subsidiary is subject, other than any defaults that, individually or in the aggregate, have not had, and would not reasonably be expected to have, have a Material Adverse Effect on the Parent CompaniesCompany. For Set forth in Schedule 3.8 to this Agreement is a description of (i) all material leases (including all store leases, commitments for store leases and commitments for the construction or renovation of stores, which shall be deemed material for purposes of this Agreementsentence) to which the Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the term "Knowledge" when used with respect Company or any such Subsidiary is subject and all amendments thereto, (ii) all contractual licenses or other agreements or instruments involving sales in the Company stores to which the Company or any of its Subsidiaries is a party or by which the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any such Subsidiary is bound or to which any of the properties, assets or operations of the Company or any such Subsidiary is subject and all amendments thereto, and (iii) any material changes to the Parent Companies amount and terms of the indebtedness of the Company and its Subsidiaries as described in the [Company Annual Report]. "Knowledge of the Company" means the actual knowledge of the individuals identified in Section 2.8 Chief Executive Officer and the Chief Financial Officer of the Parent Letter. Section 2.9Company.
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