Permits; Compliance with Applicable Laws. (a) Parent and its subsidiaries own and/or possess all Permits which are required for the operation of the respective businesses of Parent and its subsidiaries as presently conducted, except for those the failure to own or possess would not reasonably be expected to have a material adverse effect on Parent. Each of Parent and its subsidiaries is in compliance with the terms of its Permits and all the Permits are in full force and effect and no suspension, modification or revocation of any of them is pending or, to the knowledge of Parent, threatened, except where the failure to be in full force and effect individually or in the aggregate would not reasonably be expected to have a material adverse effect on Parent. (b) Each of Parent and its subsidiaries is in compliance with all applicable statutes, laws, regulations, ordinances, permits, rules, writs, judgments, orders, decrees or arbitration awards of any Governmental Entity applicable to Parent or its subsidiaries except where the failure to be in compliance individually or in the aggregate would not have a material adverse effect on the Parent. (c) Except for filings with the SEC and filings with respect to Taxes, Parent and each of its subsidiaries have filed all regulatory reports, schedules, forms, registrations and other documents, together with any amendments required to be made with respect thereto, that they were required to file with each Governmental Entity (the "Other Parent Documents"), and have paid all fees and assessments due and payable in connection therewith, except where the failure to make such payments and filings individually or in the aggregate would not have a material adverse effect on the Parent.
Appears in 3 contracts
Samples: Merger Agreement (Legend Oil & Gas, Ltd.), Merger Agreement (New Western Energy Corp), Merger Agreement (American Sierra Gold Corp.)
Permits; Compliance with Applicable Laws. (a) Parent and its subsidiaries own and/or possess all Permits which are required for the operation of the respective businesses of Parent and its subsidiaries as presently conducted, except for those the failure to own or possess would not reasonably be expected to have a material adverse effect on Parent. Each of Parent and its subsidiaries is in compliance in all material respects with the terms of its the Permits and all the Permits are in full force and effect and no suspension, modification or revocation of any of them is pending or, to the knowledge of Parent, threatenedthreatened nor, except where to the failure to be in full force and effect individually or in the aggregate would not reasonably be expected to have a material adverse effect on knowledge of Parent, do grounds exist for any such action.
(b) Each of Parent and its subsidiaries is in compliance in all material respects with all applicable statutes, laws, regulations, ordinances, permits, rules, writs, judgments, orders, decrees or arbitration awards of any Governmental Entity applicable to Parent or its subsidiaries except where the failure to be in compliance individually or in the aggregate would not have a material adverse effect on the Parentsubsidiaries.
(c) Except for filings with the SEC and filings with respect to Taxes, which are the subjects of Sections 4.5 and 4.10, respectively, and not covered by this Section 4.8(c), the Parent and each of its subsidiaries have timely filed all regulatory reports, schedules, forms, registrations and other documents, together with any amendments required to be made with respect thereto, that they were required to file with each Governmental Entity (the "Other Parent DocumentsOTHER PARENT DOCUMENTS"), and have timely paid all fees and assessments due and payable in connection therewith, except where the failure to make such payments and filings individually or in the aggregate would not have a material adverse effect on the Parent.
Appears in 2 contracts
Samples: Merger Agreement (Front Porch Digital Inc), Merger Agreement (Front Porch Digital Inc)
Permits; Compliance with Applicable Laws. (a) Parent The Company and its subsidiaries own and/or possess all Permits material permits, licenses, variances, authorizations, exemptions, orders, registrations and approvals of all Governmental Entities which are required for the operation of the respective businesses business of Parent the Company and its subsidiaries (the “Permits”) as presently conducted, except for those the failure to own or possess would not reasonably be expected to have a material adverse effect on Parent. Each of Parent The Company and its subsidiaries is are in compliance in all material respects with the terms of its Permits and all the Permits. All the Permits are in full force and effect and no suspension, modification or revocation of any of them is pending or, to the knowledge of Parent, threatened, except where the failure to be in full force and effect individually or in the aggregate would not reasonably be expected to have a material adverse effect on Parentthreatened nor do grounds exist for any such action.
(b) Each Except as set forth in Section 2.7(b) of Parent the Company Disclosure Schedule, each of the Company and its subsidiaries is in compliance in all material respects with all applicable statutes, laws, regulations, ordinances, permitsPermits, rules, writs, judgments, orders, decrees or and arbitration awards of any each Governmental Entity applicable to Parent the Company or any of its subsidiaries subsidiaries., except where the failure to be in compliance such noncompliance individually or in the aggregate would not have a material adverse effect on the ParentCompany.
(c) Except for filings with the SEC and filings with respect to Taxes, Parent which are the subject of Section 2.9 and not covered by this Section 2.7(c) and except as set forth in Section 2.7(c) of the Company Disclosure Schedule, the Company and each of its subsidiaries have has timely filed all regulatory reports, schedules, forms, registrations and other documents, together with any amendments required to be made with respect thereto, that they were required to file with each Governmental Entity (the "“Other Parent Company Documents"”), and have timely paid all fees and assessments assessments, if any, due and payable in connection therewith, except where the failure to make such payments and filings individually or in the aggregate would not have a material adverse effect on the ParentCompany.
Appears in 1 contract
Samples: Stock Purchase Agreement (Incentra Solutions, Inc.)
Permits; Compliance with Applicable Laws. (a) Parent GW and its subsidiaries own and/or possess all Permits which are required for the operation of the respective businesses of Parent GW and its subsidiaries as presently conducted, except for those the failure to own or possess would not reasonably be expected to have a material adverse effect on ParentGW. Each such Permit is listed in Section 4.8 of the GW Disclosure Schedule. Each of Parent GW and its subsidiaries is in compliance with the terms of its Permits and all the Permits are in full force and effect and no suspension, modification or revocation of any of them is pending or, to the knowledge of ParentGW, threatened, except where the failure to be in full force and effect individually or in the aggregate would not reasonably be expected to have a material adverse effect on ParentGW.
(b) Each of Parent GW and its subsidiaries is in compliance with all applicable statutes, laws, regulations, ordinances, permits, rules, writs, judgments, orders, decrees or arbitration awards of any Governmental Entity applicable to Parent GW or its subsidiaries except where the failure to be in compliance individually or in the aggregate would not have a material adverse effect on the ParentGW.
(c) Except for filings with the SEC and filings with respect to Taxes, Parent which are the subject of Sections 4.5 and 4.10, respectively, and not covered by this Section 4.8(b), GW and each of its subsidiaries have filed all regulatory reports, schedules, forms, registrations and other documents, together with any amendments required to be made with respect thereto, that they were required to file with each Governmental Entity (the "Other Parent GW Documents"), and have paid all fees and assessments due and payable in connection therewith, except where the failure to make such payments and filings individually or in the aggregate would not have a material adverse effect on the ParentGW.
Appears in 1 contract
Permits; Compliance with Applicable Laws. (a) Parent and its subsidiaries own and/or possess all Permits which are required for the operation of the respective businesses of Parent and its subsidiaries as presently conducted, except for those the failure to own or possess would not reasonably be expected to have a material adverse effect on Parent. Each such Permit is listed in Section 4.8 of the Parent Disclosure Schedule. Each of Parent and its subsidiaries is in compliance with the terms of its Permits and all the Permits are in full force and effect and no suspension, modification or revocation of any of them is pending or, to the knowledge of Parent, threatened, except where the failure to be in full force and effect individually or in the aggregate would not reasonably be expected to have a material adverse effect on Parent.
(b) Each of Parent and its subsidiaries is in compliance with all applicable statutes, laws, regulations, ordinances, permits, rules, writs, judgments, orders, decrees or arbitration awards of any Governmental Entity applicable to Parent or its subsidiaries except where the failure to be in compliance individually or in the aggregate would not have a material adverse effect on the Parent.
(c) Except for filings with the SEC and filings with respect to Taxes, which are the subject of Sections 4.5 and 4.10, respectively, and not covered by this Section 4.8(b), the Parent and each of its subsidiaries have filed all regulatory reports, schedules, forms, registrations and other documents, together with any amendments required to be made with respect thereto, that they were required to file with each Governmental Entity (the "Other Parent Documents"), and have paid all fees and assessments due and payable in connection therewith, except where the failure to make such payments and filings individually or in the aggregate would not have a material adverse effect on the Parent.
Appears in 1 contract
Samples: Merger Agreement (Inncardio, Inc)
Permits; Compliance with Applicable Laws. (a) Parent and its subsidiaries own and/or possess all Permits which are required for the operation of the respective businesses of Parent and its subsidiaries as presently conducted, except for those the failure to own or possess would not reasonably be expected to have a material adverse effect on Parent. Each of Parent and its subsidiaries is in compliance in all material respects with the terms of its the Permits and all the Permits are in full force and effect and no suspension, modification or revocation of any of them is pending or, to the knowledge of Parent, threatenedthreatened nor, except where to the failure to be in full force and effect individually or in the aggregate would not reasonably be expected to have a material adverse effect on knowledge of Parent, do grounds exist for any such action.
(b) Each of Parent and its subsidiaries is in compliance in all material respects with all applicable statutes, laws, regulations, ordinances, permits, rules, writs, judgments, orders, decrees decrees, or arbitration awards of any Governmental Entity applicable to Parent or its subsidiaries except where the failure to be in compliance individually or in the aggregate would not have a material adverse effect on the Parentsubsidiaries.
(c) Except for filings with the SEC and filings with respect to Taxes, which are the subjects of Sections 4.5 and 4.10, respectively, and not covered by this Section 4.8(c), the Parent and each of its subsidiaries have timely filed all regulatory reports, schedules, forms, registrations registrations, and other documents, together with any amendments required to be made with respect thereto, that they were required to file with each Governmental Entity (the "“Other Parent Documents"”), and have timely paid all fees and assessments due and payable in connection therewith, except where the failure to make such payments and filings individually or in the aggregate would not have a material adverse effect on the Parent.
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