PERMITS; COMPANY PRODUCTS; REGULATION. (a) Each of the Company and each Subsidiary are in possession of all franchises, grants, authorizations, clearances, licenses, registrations, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for the Company or each Subsidiary to own, lease and operate its properties or to carry on its business as it is now being conducted (the "PERMITS"), except where the failure to have, or the suspension or cancellation of, any of the Permits would not, individually or in the aggregate, have a Material Adverse Effect. As of the date hereof, no suspension or cancellation of any of the Permits 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 Permits would not, individually or in the aggregate, have a Material Adverse Effect. A list of the material Permits is set forth in Section 3.06(a) of the Company Disclosure Schedule. Neither the Company nor any Subsidiary is in conflict with, or in default or violation of, (i) the Foreign Corrupt Practices Act of 1977, as amended, (ii) any Law applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) any Permits, except for any such conflicts, defaults or violations that would not, individually or in the aggregate, have a Material Adverse Effect.
(b) Except as would not have a Material Adverse Effect, since January 1, 1992, there have been no written notices, citations or decisions by any Governmental Authority that any product produced, manufactured or marketed at any time by the Company (the "PRODUCTS") is defective or fails to meet any applicable standards promulgated by such Governmental Authority, and the Company does not know of any such defect or failure. Except as would not have a Material Adverse Effect, the Company has complied with the Law, policies, procedures and specifications applicable to the Company with respect to the design, manufacture, labelling, testing and inspection of Products in the United States and the operation of manufacturing facilities in the United States promulgated by the Food and Drug Administration ("FDA"), and has complied with the Law, policies, procedures and specifications applicable to the Company in any jurisdiction outside the United States with respect to the design, manufacture, labelling, testing and inspection of Products and the opera...
PERMITS; COMPANY PRODUCTS; REGULATION. (a) Each of Target and each Target Subsidiary is in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals (including, without limitation, Food and Drug Administration ("FDA") approvals, --- licenses and permits, and any rights to use radio, television and other medium frequencies on a licensed or unlicensed basis) and orders necessary for Target or such Target Subsidiary to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Target Authorizations"), and --------------------- no suspension, cancellation or substantial modification of any Target Authorization is pending or, to the knowledge of Target, threatened. Neither Target nor any Target Subsidiary is in conflict with, or in default or violation of, (i) any laws applicable to Target or any Target Subsidiary or by which any material property or asset of Target or any Target Subsidiary is bound or affected, (ii) any Target Authorization or (iii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Target or any Target Subsidiary is a party or by which Target or any Target Subsidiary or any property or asset of Target or any Target Subsidiary is bound or affected, except solely with respect to clauses (i) and (ii) to the extent that any such conflict, default or violation would not have a Material Adverse Effect on Target.
(b) Except as disclosed in the Target SEC Reports filed prior to February 8, 2001, since January 1, 1998, Target has not received any written notices, citations or decisions by any governmental or regulatory body that any material product developed, produced, manufactured, marketed or distributed at any time by Target or any Target Subsidiary (the "Products") is defective or -------- fails to meet any applicable standards promulgated by any such governmental or regulatory body. Target and each Target Subsidiary has complied in all material respects with the laws, regulations, policies, procedures and specifications with respect to the development, design, manufacture, labeling, testing and inspection of the Products and the operation of manufacturing facilities promulgated by the FDA. Since January 1, 1998, there have been no recalls, field notifications or seizures ordered or, to the knowledge of Target, threatened by any such governmental or regulatory body with ...
PERMITS; COMPANY PRODUCTS; REGULATION. (a) Each of Coulxxx xxx each Subsidiary of Coulxxx xx in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders necessary for Coulxxx xx that Subsidiary to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Coulxxx Xxxhorizations"), and no suspension or cancellation of any Coulxxx Xxxhorization is pending or, to the knowledge of Coulxxx, xxreatened. Neither Coulxxx xxx any Subsidiary of Coulxxx xx in material default or material violation of, (i) any laws applicable to Coulxxx xx any Subsidiary of Coulxxx xx by which any material property or asset of Coulxxx xx any Subsidiary of Coulxxx xx bound or affected, or (ii) any Coulxxx Xxxhorization.
(b) Except as disclosed in the Coulxxx XXX Reports filed prior to the date of this Agreement, since January 1, 1998, Coulxxx xxx not received any written notices, citations or decisions by any governmental or regulatory body that any material product developed, produced, manufactured, marketed or distributed at any time by Coulxxx (xxe "Products") is defective or fails to meet any applicable standards promulgated by any such governmental or regulatory body. Coulxxx xxx each Subsidiary has complied in all material respects with the laws, regulations, policies, procedures and specifications with respect to the development, design, manufacture, labeling, testing and inspection of the Products and the operation of manufacturing facilities promulgated by the Food and Drug Administration (the "FDA"). Since January 1, 1998, there have been no recalls, field notifications or seizures ordered or, to the knowledge of Coulxxx, xxreatened by any such governmental or regulatory body with respect to any of the Products. Except as disclosed in the Coulxxx XXX Reports filed prior to the date of this Agreement, since January 1, 1998, neither Coulxxx xxx any Subsidiary of Coulxxx xxx received a warning letter or Section 305 notice from the FDA.
(c) Coulxxx xxx obtained, in all countries where either Coulxxx xx a Subsidiary of Coulxxx xx any corporate partner thereof is marketing the Products, all applicable licenses, registrations, approvals, clearances and authorizations required by local, state or federal agencies (including the FDA) in such countries regulating the safety, effectiveness and market clearance of the Products currently marketed by Coulxxx xx any Subsidiary of Coulxx...
PERMITS; COMPANY PRODUCTS; REGULATION. (a) Each of Corixa and each Subsidiary of Corixa is in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders necessary for Corixa or that Subsidiary to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Corixa Authorizations"), and no suspension or cancellation of any Corixa Authorization is pending or, to the knowledge of Corixa, threatened. Neither Corixa nor any Subsidiary of Corixa is in material default or material violation of, (i) any laws applicable to Corixa or any Subsidiary of Corixa or by which any material property or asset of Corixa or any Subsidiary of Corixa is bound or affected, or (ii) any Corixa Authorization.
(b) Except as disclosed in the Corixa SEC Reports filed prior to the date of this Agreement, since January 1, 1998, Corixa has not received any written notices, citations or decisions by any governmental or regulatory body that any material product developed, produced, manufactured, marketed or distributed at any time by Corixa (the "Corixa Products") is defective or fails to meet any applicable standards promulgated by any such governmental or regulatory body. Corixa and each Subsidiary has complied in all material respects with the laws, regulations, policies, procedures and specifications with respect to the development, design, manufacture, labeling, testing and inspection of the Corixa Products and the operation of manufacturing facilities promulgated by the FDA. Since January 1, 1998, there have been no recalls, field notifications or seizures ordered or, to the knowledge of Corixa, threatened by any such governmental or regulatory body with respect to any of the Corixa Products. Except as disclosed in the Corixa SEC Reports filed prior to the date of this Agreement, since January 1, 1998, neither Corixa nor any Subsidiary of Corixa has received a warning letter or Section 305 notice from the FDA.
(c) Corixa has obtained, in all countries where either Corixa or a Subsidiary of Corixa or any corporate partner thereof is marketing the Corixa Products, all applicable licenses, registrations, approvals, clearances and authorizations required by local, state or federal agencies (including the FDA) in such countries regulating the safety, effectiveness and market clearance of the Corixa Products currently marketed by Corixa or any Subsidiary of
(d) To the knowledge of Corixa, t...
PERMITS; COMPANY PRODUCTS; REGULATION. (a) 518 is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders necessary for 518, to own, lease and operate its properties or to carry on its business as it is now being conducted (the “518 Authorizations”).
(b) 518 has obtained, in all countries where either 518 is marketing or has marketed its products, all applicable licenses, registrations, approvals, clearances and authorizations required by local, state or federal agencies in such countries regulating the safety, effectiveness and market clearance of the products currently or previously marketed by 518 in such countries, except for any such failures as would not, individually or in the aggregate, have a Material Adverse Effect on 518.
PERMITS; COMPANY PRODUCTS; REGULATION. (a) MTG is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders necessary for MTG, to own, lease and operate its properties or to carry on its business as it is now being conducted (the “MTG Authorizations”).
(b) MTG has obtained, in all countries where either MTG is marketing or has marketed its products, all applicable licenses, registrations, approvals, clearances and authorizations required by local, state or federal agencies in such countries regulating the safety, effectiveness and market clearance of the products currently or previously marketed by MTG in such countries, except for any such failures as would not, individually or in the aggregate, have a Material Adverse Effect on MTG.
PERMITS; COMPANY PRODUCTS; REGULATION. (a) The Company is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders necessary for the Company, to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Company Authorizations") and no suspension or cancellation of any Company Authorization is pending or, to the Company's and each Shareholder's knowledge, threatened, except where the failure to have, or the suspension or cancellation of, any Company Authorization would not have a Material Adverse Effect on the Company. The Company is not in conflict with, or in default or violation of, (i) any laws applicable to the Company or by which any property or asset of the Company is bound or affected, (ii) any Company Authorization or (iii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company is a party or by which the Company or any property or asset of the Company is bound or affected, except for any such conflict, default or violation that would not, individually or in the aggregate have a Material Adverse Effect on the Company.
(b) Except as would not have a Material Adverse Effect on the Company, there have been no written notices, citations or decisions by any governmental or regulatory body that any product produced, manufactured, marketed or distributed at any time by the Company (the "Products") is defective or fails to meet any applicable standards promulgated by any such governmental or regulatory body. The Company has complied in all material respects with the laws, regulations, policies, procedures and specifications with respect to the design, manufacture, labeling, testing and inspection of the Products. Except as disclosed in Section 4.11(b) of the Company Disclosure Schedule, there have been no recalls, field notifications or seizures ordered or, to the Company's and each Shareholder's knowledge, threatened by any such governmental or regulatory body with respect to any of the Products.
(c) The Company has obtained, in all countries where the Company is marketing or has marketed its Products, all applicable licenses, registrations, approvals, clearances and authorizations required by local, state or federal agencies in such countries regulating the safety, effectiveness and market clearance of the Products currently or previously marketed by the Company in...
PERMITS; COMPANY PRODUCTS; REGULATION. (a) To its knowledge, Ironlight is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders necessary for Ironlight to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Ironlight Authorizations") and no suspension or cancellation of any Ironlight Authorization is pending or, to the best of Ironlight's knowledge, threatened, except where the failure to have, or the suspension or cancellation of, any Ironlight Authorization would not have a Material Adverse Effect on Ironlight. To its knowledge, Ironlight is not in conflict with, or in default or violation of, (i) any laws applicable to Ironlight or by which any property or asset of Ironlight is bound or affected, (ii) any Ironlight Authorization, or (iii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Ironlight is a party or by which Ironlight or any property or asset of Ironlight is bound or affected, except for any such conflict, default or violation that would not, individually or in the aggregate, have a Material Adverse Effect on Ironlight.
PERMITS; COMPANY PRODUCTS; REGULATION. (a) To its knowledge, Novo is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders necessary for Novo, to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Novo Authorizations") and no suspension or cancellation of any Novo Authorization is pending or, to the best of Novo's knowledge, threatened, except where the failure to have, or the suspension or cancellation of, any Novo Authorization would not have a Material Adverse Effect on Novo. To its knowledge, Novo is not in conflict with, or in default or violation of, (i) any laws applicable to Novo or by which any property or asset of Novo is bound or affected, (ii) any Novo Authorization, or (iii) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Novo is a party or by which Novo or any property or asset of
PERMITS; COMPANY PRODUCTS; REGULATION. Except as set forth in Section 2.11 of the Target Disclosure Schedule, Target is in possession of all franchises, grants, authorizations, licenses, including export licenses, classifications, certifications, registrations (including NSF Registration for all actively sold food grade products) and exemptions, permits, easements, variances, exceptions, consents, certificates, approvals, both domestic and foreign, and orders necessary for Target to own, lease and operate its properties or to carry on its business as it is now being conducted, except where the failure to possess such item will not result in a Material Adverse Effect (the “Target Authorizations”) and no suspension or cancellation of any Target Authorization is pending or, to the Shareholders’ knowledge, threatened. Except as set forth in Section 2.11 of the Target Disclosure Schedule, Target is not in conflict with, or in default or violation of, (i) any laws applicable to Target by which any property or asset of Target is bound or affected, (ii) any applicable laws, regulations, rules and orders regarding the export of Target’s products to their final destination and use of Target’s products at their final destination, including but not limited to the Export Compliance Regulations, (iii) any domestic or foreign laws, regulations, rules and orders applicable to Target’s business activities including, but not limited to the Registration Evaluation, Authorization and Restriction of Chemicals for sale into the European Union, (iv) any Target Authorization or (v) any Material Contract to which Target is a party or by which Target or any property or asset of Target is bound or affected. A list of all such Target Authorizations is set forth in Section 2.11 of the Target Disclosure Schedule. Except as set forth in Section 2.11 of the Target Disclosure Schedule, the execution, delivery and performance of this Agreement and the transactions contemplated hereby will not adversely affect any Target Authorization.
