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

Permits and Licenses; Compliance with Laws. Each of the Company and its subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, waivers, concessions, registrations, notices, approvals, orders or other authorizations of any Governmental Authority necessary for the Company or any of its subsidiaries to own, lease and operate the properties of the Company and its subsidiaries or to carry on its business in all respects as it is now being conducted (the “Company Permits”), and no suspension or cancellation of any of the Company Permits is pending or threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not be, and would not reasonably be expected to be material to the Company and its subsidiaries, taken as a whole. Section 4.6 of the Company Disclosure Letter lists each Company Permit material to the Company and its subsidiaries taken as a whole from any applicable Governmental Authority that is held by the Company or any of its subsidiaries and for which a notice, filing or consent will be required as a result of the entry into this Agreement, the Offer, the Offer Closing, the Merger or the consummation of any of the transactions contemplated by this Agreement. None of the Company or any of its subsidiaries is, and since January 1, 2012 none of the Company or any of its subsidiaries 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 or (ii) any of the Company Permits, except in each case for any such conflicts, defaults or violations that, individually or in the aggregate, would not be, and would not reasonably be expected to be material to the Company and its subsidiaries, taken as a whole. The Company and its subsidiaries will continue to have the use of and benefit of all Company Permits following consummation by the Company of the Merger or any of the transactions contemplated by this Agreement, except where the failure to have such Company Permits would not be, and would not reasonably be expected to be material to the Company and its subsidiaries, taken as a whole. No Company Permit is held in the name of any employee, officer, director, stockholder, agent or otherwise on behalf of the Company or its subsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dealertrack Technologies, Inc)

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Permits and Licenses; Compliance with Laws. Each of the Company and its subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, waivers, concessions, registrations, notices, approvals, orders or other authorizations of any Governmental Authority necessary for the Company or any of its subsidiaries to own, lease and operate the properties of the Company and its subsidiaries or to carry on its business in all respects as it is now being conducted (the “Company Permits”), and no suspension or cancellation of any of the Company Permits is pending or threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not be, and would not reasonably be expected to be material to the Company and its subsidiaries, taken as a whole. Section 4.6 of the Company Disclosure Letter Schedule lists each Company Permit material to license from the Company and its subsidiaries taken as a whole from any applicable Governmental Authority Federal Communications Commission that is held by the Company or any of its subsidiaries and for which a notice, filing or consent will be required as a result of the entry into this Agreement, the Offer, the Offer Closing, the Merger or the consummation of any of the transactions contemplated by this Agreement. None of the Company or any of its subsidiaries is, and since January 1, 2012 none of the Company or any of its subsidiaries 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 or (ii) any of the Company Permits, except in each case for any such conflicts, defaults or violations that, individually or in the aggregate, would not be, and would not reasonably be expected to be material to the Company and its subsidiaries, taken as a whole. The Company and its subsidiaries will continue to have the use of and benefit of all Company Permits following consummation by the Company of the Merger or any of the transactions contemplated by this Agreement, except where the failure to have such Company Permits would not be, and would not reasonably be expected to be material to the Company and its subsidiaries, taken as a whole. No Company Permit is held in the name of any employee, officer, director, stockholder, agent or otherwise on behalf of the Company or its subsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Merger (AOL Inc.)

Permits and Licenses; Compliance with Laws. Each of the Company and its subsidiaries Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, waivers, concessions, registrations, notices, approvals, orders or other authorizations of any Governmental Authority necessary for the Company or any of its subsidiaries Subsidiaries to own, lease and operate the properties of the Company and its subsidiaries Subsidiaries or to carry on its business in all respects as it is now being conducted (the "Company Permits"), and no suspension or cancellation of any of the Company Permits is pending or threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not behave, and would not reasonably be expected to be material to have, individually or in the aggregate, a Company and its subsidiaries, taken as a whole. Section 4.6 of the Company Disclosure Letter lists each Company Permit material to the Company and its subsidiaries taken as a whole from any applicable Governmental Authority that is held by the Company or any of its subsidiaries and for which a notice, filing or consent will be required as a result of the entry into this Agreement, the Offer, the Offer Closing, the Merger or the consummation of any of the transactions contemplated by this AgreementMaterial Adverse Effect. None of the Company or any of its subsidiaries Subsidiaries is, and since January 1, 2012 none of the Company or any of its subsidiaries 2015 has not been, in conflict with, or in default or violation of, (i) any Laws or privacy, security or data policies 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 or (ii) any of the Company Permits, except in each case for any such conflicts, defaults or violations that, individually or in the aggregate, would not behave, and would not reasonably be expected to be material to have, individually or in the aggregate, a Company and its subsidiaries, taken as a wholeMaterial Adverse Effect. The Company and its subsidiaries Subsidiaries will continue to have the use of and benefit of all Company Permits following consummation by the Company of the Merger or any of the transactions contemplated by this Agreement, except where the failure to have such Company Permits would not behave, and would not reasonably be expected to be material to have, individually or in the aggregate, a Company and its subsidiaries, taken as a wholeMaterial Adverse Effect. No Company Permit is held in the name of any employee, officer, director, stockholder, agent or otherwise on behalf of the Company or its subsidiaries.Subsidiaries. Section 4.7

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nortek Inc)

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Permits and Licenses; Compliance with Laws. Each of the Company and its subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, waivers, concessions, registrations, notices, approvals, orders or other authorizations of any Governmental Authority necessary for the Company or any of its subsidiaries to own, lease and operate the properties of the Company and its subsidiaries or to carry on its business in all respects as it is now being conducted (the "Company Permits"), and no suspension or cancellation of any of the Company Permits is pending or threatened, except where the failure to have, or the suspension or cancellation of, any of the Company Permits would not be, and would not reasonably be expected to be material to the Company and its subsidiaries, taken as a whole. Section 4.6 of the Company Disclosure Letter Schedule lists each Company Permit material to the Company and its subsidiaries taken as license from a whole from any applicable Governmental Authority that is held by the Company or any of its subsidiaries and for which a notice, filing or consent will be required as a result of the entry into this Agreement, the Offer, the Offer Closing, the Merger or the consummation of any of the transactions contemplated by this Agreement. None of the Company or any of its subsidiaries is, and since January 1, 2012 none of the Company or any of its subsidiaries has been, in conflict with, or in default or violation of, (ia) 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 or (iib) any of the Company Permits, except in each case for any such conflicts, defaults or violations that, individually or in the aggregate, would not be, and would not reasonably be expected to be material to the Company and its subsidiaries, taken as a whole. The Company and its subsidiaries will continue to have the use of and benefit of all Company Permits following consummation by the Company of the Merger or any of the transactions contemplated by this Agreement, except where the failure to have such Company Permits would not be, and would not reasonably be expected to be material to the Company and its subsidiaries, taken as a whole. No Company Permit is held in the name of any employee, officer, director, stockholder, agent or otherwise on behalf of the Company or its subsidiaries. None of the Company or its subsidiaries is in possession of any licenses from the Federal Communications Commission.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Millennial Media Inc.)

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