Common use of Permits and Licenses; Compliance with Laws Clause in Contracts

Permits and Licenses; Compliance with Laws. (a) Each of the Company and its subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of all Governmental Authorities necessary for the Company or its subsidiaries to own, operate, lease and otherwise hold their respective assets and to conduct their respective businesses as currently conducted (the “Company Permits”), all such Company Permits are in full force and effect, and no suspension or cancellation of any Company Permit is pending or, to the knowledge of the Company, threatened except where the failure to have, or the suspension or cancellation of, any of the Company Permits has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. None of the Company or its subsidiaries is in conflict with, or in default or violation of, (i) any Laws applicable to the Company or its subsidiaries or by which any property or asset of the Company or its subsidiaries is bound or affected, (ii) any of the Company Permits or (iii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or its subsidiaries is a party or by which the Company or its subsidiaries or any property or asset of the Company or its subsidiaries is bound or affected except for any such conflicts, defaults of violations that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Buyer true and complete copies of all material Company Permits.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Bentley Pharmaceuticals Inc), Agreement and Plan of Merger (Teva Pharmaceutical Industries LTD), Agreement and Plan of Merger (Teva Pharmaceutical Industries LTD)

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Permits and Licenses; Compliance with Laws. (a) Each of the Company and its subsidiaries Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of all Governmental Authorities necessary for the Company or any of its subsidiaries Subsidiaries to own, operate, lease and otherwise hold their respective assets operate the properties of the Company and its Subsidiaries or to conduct their respective businesses carry on its business as currently it is now being conducted and contemplated to be conducted (the “Company Permits”), all such Company Permits are in full force and effect, and no suspension or cancellation of any of the Company Permit Permits is pending or, to the knowledge Knowledge of the Company, threatened in writing, except where the failure to have, or the suspension or cancellation of, any of the Company Permits has not had, and would not reasonably be expected to havebe material to the Company and its Subsidiaries, individually or in the aggregate, taken as a Company Material Adverse Effectwhole. None of the Company or any of its subsidiaries Subsidiaries is in conflict with, or in default or violation of, (i) in any material respect, any Laws applicable to the Company or any of its subsidiaries Subsidiaries or by which any property or asset of the Company or any of its subsidiaries Subsidiaries is bound or affected, (ii) any of the Company Permits or (iii) any note, debenture, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise franchise, commitment or other instrument or obligation (each, a “Contract”) to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or any of its subsidiaries Subsidiaries or any property or asset of the Company or any of its subsidiaries Subsidiaries is bound or affected except affected, except, in the case of clauses (ii) or (iii) above, for any such conflicts, defaults of or violations that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Buyer true and complete copies of all material Company Permits.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pep Boys Manny Moe & Jack), Agreement and Plan of Merger (Icahn Enterprises Holdings L.P.)

Permits and Licenses; Compliance with Laws. (a) Each of the Company and its subsidiaries Material Subsidiaries is in possession of all franchises, grants, authorizations, licenseslicenses (other than Company FCC Licenses), permits, easements, variances, exceptions, consents, certificates, approvals and orders of all Governmental Authorities necessary for the Company or any of its subsidiaries Material Subsidiaries to own, operate, lease and otherwise hold their respective assets operate the properties of the Company and its Material Subsidiaries or to conduct their respective businesses carry on its business as currently it is now being conducted and contemplated to be conducted by the Company and its Material Subsidiaries (the “Company Permits”), all such Company Permits are in full force and effect, and no suspension or cancellation of any of the Company Permit Permits is pending or, to the knowledge of the Company, threatened threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEffect on the Company. None of the Company or any of its subsidiaries Material Subsidiaries is in conflict with, or in default or violation of, (i) any Laws applicable to the Company or any of its subsidiaries Material Subsidiaries or by which any property or asset of the Company or any of its subsidiaries Material Subsidiaries is bound or affected, ; (ii) any of the Company Permits Permits; or (iii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its subsidiaries Material Subsidiaries is a party or by which the Company or any of its subsidiaries Material Subsidiaries or any property or asset of the Company or any of its subsidiaries Material Subsidiaries is bound or affected affected, except for any such conflicts, defaults of or violations that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Buyer true and complete copies of all material Company PermitsEffect on the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Clear Channel Communications Inc)

Permits and Licenses; Compliance with Laws. (a) Each of the Company and its subsidiaries is in possession of all franchises, grants, authorizations, licenseslicenses (other than Company FCC Licenses), permits, easements, variances, exceptions, consents, certificates, approvals and orders of all Governmental Authorities necessary for the Company or any of its subsidiaries to own, operate, lease and otherwise hold their respective assets operate the properties of the Company and its subsidiaries or to conduct their respective businesses carry on its business as currently it is now being conducted and contemplated to be conducted (the “Company Permits”), all such Company Permits are in full force and effect, and no suspension or cancellation of any of the Company Permit Permits is pending or, to the knowledge of the Company, threatened threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. None of the Company or any of its subsidiaries is in conflict with, or in default or violation of, (i) any Laws applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected, (ii) any of the Company Permits or (iii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or any property or asset of the Company or any of its subsidiaries is bound or affected affected, except for any such conflicts, defaults of or violations that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Buyer true and complete copies of all material Company Permits.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Univision Communications Inc)

Permits and Licenses; Compliance with Laws. (a) Each of the Company and its subsidiaries Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of all Governmental Authorities necessary for the Company or any of its subsidiaries Subsidiaries to own, operate, lease and otherwise hold their respective assets operate the properties of the Company and its Subsidiaries or to conduct their respective businesses carry on its business as currently it is now being conducted and contemplated to be conducted (the “Company Permits”), all such Company Permits are in full force and effect, and no suspension or cancellation of any of the Company Permit Permits is pending or, to the knowledge Knowledge of the Company, threatened threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. None of the Company or any of its subsidiaries Subsidiaries is in conflict with, or in default or violation of, (i) any Laws applicable to the Company or any of its subsidiaries Subsidiaries or by which any property or asset of the Company or any of its subsidiaries Subsidiaries is bound or affected, (ii) any of the Company Permits or (iii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or any of its subsidiaries Subsidiaries or any property or asset of the Company or any of its subsidiaries Subsidiaries is bound or affected (each, a “Contract “), except for any such conflicts, defaults of or violations that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Buyer true and complete copies of all material Company Permits.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Smart & Final Inc/De)

Permits and Licenses; Compliance with Laws. (a) Each of the Company and its subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of all Governmental Authorities necessary for the Company or any of its subsidiaries to own, operate, lease and otherwise hold their respective assets operate the properties of the Company and its subsidiaries or to conduct their respective businesses carry on its business as currently it is now being conducted and contemplated to be conducted (the "Company Permits”), ") all such of the Company Permits are in full force and effect, and no suspension or cancellation of any of the Company Permit Permits is pending or, to the knowledge of the Company, threatened threatened, except where the failure to havehave in full force and effect, or the suspension or cancellation of, any of the Company Permits has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. None of the Company or any of its subsidiaries is is, or since June 30, 2006 has been, in conflict with, or in default or violation of, (i) any Laws applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected, (ii) any of the Company Permits or (iii) any loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, contractcontract (including any Company Material Contract), agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or any property property, asset or asset right of the Company or any of its subsidiaries is bound or affected affected, except for any such conflicts, defaults of or violations that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The None of the Company or any of its subsidiaries has made available received written or oral (or otherwise has any knowledge of any) notice since June 30, 2006, of any material violation of or noncompliance with any Law applicable to Buyer true the Company or any of its subsidiaries, or directing the Company or any of its subsidiaries to take any remedial action with respect to such applicable Law or otherwise, and complete copies no material deficiencies of all material the Company Permitsor any of its subsidiaries have been asserted to the Company or any of its subsidiaries in writing or, to the knowledge of the Company, orally, by any Governmental Authority.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bisys Group Inc)

Permits and Licenses; Compliance with Laws. (a) Each of the Company and its subsidiaries Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of all Governmental Authorities necessary for the Company or any of its subsidiaries Subsidiaries to own, operate, lease and otherwise hold their respective assets operate the properties of the Company and its Subsidiaries or to conduct their respective businesses carry on its business as currently it is now being conducted and contemplated to be conducted (the "Company Permits"), all such Company Permits are in full force and effect, and no suspension or cancellation of any of the Company Permit Permits is pending or, to the knowledge Knowledge of the Company, threatened in writing, except where the failure to have, or the suspension or cancellation of, any of the Company Permits has not had, and would not reasonably be expected to havebe material to the Company and its Subsidiaries, individually or in the aggregate, taken as a Company Material Adverse Effectwhole. None of the Company or any of its subsidiaries Subsidiaries is in material conflict with, or in material default or material violation of, (i) any material Laws applicable to the Company or any of its subsidiaries Subsidiaries or by which any property or asset of the Company or any of its subsidiaries Subsidiaries is bound or affected, (ii) any of the material Company Permits or (iii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation (each, a "Contract") to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or any of its subsidiaries Subsidiaries or any property or asset of the Company or any of its subsidiaries Subsidiaries is bound or affected except affected, except, in the case of clause (iii), for any such conflicts, defaults of or violations that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Buyer true and complete copies of all material Company Permits.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pep Boys Manny Moe & Jack)

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Permits and Licenses; Compliance with Laws. (a) Each of the Company and its subsidiaries Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of all Governmental Authorities necessary for the Company or any of its subsidiaries Subsidiaries to own, operate, lease and otherwise hold their respective assets operate the properties of the Company and its Subsidiaries or to conduct their respective businesses carry on its business as currently it is now being conducted and contemplated to be conducted (the “Company Permits”), all such Company Permits are in full force and effect, and no suspension or cancellation of any of the Company Permit Permits is pending or, to the knowledge Knowledge of the Company, threatened threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. None of the Company or any of its subsidiaries Subsidiaries is in conflict with, or in default or violation of, (i) any Laws applicable to the Company or any of its subsidiaries Subsidiaries or by which any property or asset of the Company or any of its subsidiaries Subsidiaries is bound or affected, (ii) any of the Company Permits or (iii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation (each, a “Contract”) to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or any of its subsidiaries Subsidiaries or any property or asset of the Company or any of its subsidiaries Subsidiaries is bound or affected affected, except for any such conflicts, defaults of or violations that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Buyer true and complete copies of all material Company Permits.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Deb Shops Inc)

Permits and Licenses; Compliance with Laws. (a) Each of the Company and its subsidiaries Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of all Governmental Authorities necessary for the Company or any of its subsidiaries Subsidiaries to own, operate, lease and otherwise hold their respective assets operate the properties of the Company and its Subsidiaries or to conduct their respective businesses carry on its business as currently it is now being conducted and contemplated to be conducted (the "Company Permits"), all such Company Permits are in full force and effect, and no suspension or cancellation of any of the Company Permit Permits is pending or, to the knowledge Knowledge of the Company, threatened in writing, except where the failure to have, or the suspension or cancellation of, any of the Company Permits has not had, and would not reasonably be expected to havebe material to the Company and its Subsidiaries, individually or in the aggregate, taken as a Company Material Adverse Effectwhole. None of the Company or any of its subsidiaries Subsidiaries is in conflict with, or in default or violation of, (i) in any material respect, any Laws applicable to the Company or any of its subsidiaries Subsidiaries or by which any property or asset of the Company or any of its subsidiaries Subsidiaries is bound or affected, (ii) any of the Company Permits or (iii) any note, debenture, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise franchise, commitment or other instrument or obligation (each, a "Contract") to which the Company or any of its subsidiaries Subsidiaries is a party or by which the Company or any of its subsidiaries Subsidiaries or any property or asset of the Company or any of its subsidiaries Subsidiaries is bound or affected except affected, except, in the case of clauses (ii) or (iii) above, for any such conflicts, defaults of or violations that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Buyer true and complete copies of all material Company Permits.

Appears in 1 contract

Samples: Iii Agreement and Plan of Merger (Pep Boys Manny Moe & Jack)

Permits and Licenses; Compliance with Laws. (a) Each of the Company and its subsidiaries holds and is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of all Governmental Authorities necessary for the Company or any of its subsidiaries to own, operate, lease and otherwise hold their respective assets operate the properties of the Company and its subsidiaries or to conduct their respective businesses carry on its business as currently it is now being conducted (the “Company Permits”), all such the Company Permits are in full force and effecteffect and are held free and clear of any Liens, and no suspension or cancellation of any of the Company Permit Permits is pending or, to the knowledge of the Company, threatened threatened, except where the failure to have, the existence of any Lien on or the suspension or cancellation of, of any of the Company Permits has is not had, and or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. None of the Company or any of its subsidiaries is in conflict with, or in default or violation of, (i) any Laws applicable to the Company or any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries is bound or affected, (ii) any of the Company Permits or (iii) any note, bond, mortgage, indenture, contract, agreement, leaseCore Lease, license, permit, franchise or other instrument or obligation to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or any property or asset of the Company or any of its subsidiaries is bound or affected affected, except for any such conflicts, defaults of or violations that have has not had, and had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Buyer true and complete copies of all material Company Permits.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Protection One Inc)

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