Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14, which are addressed solely in that Section, the Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim or notice nor has any Knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (b) Neither the Company nor any Company Subsidiary is or has, since January 1, 2013, been in conflict with, or in default or violation of (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound (except for Laws addressed in Section 4.10, Section 4.11, Section 4.14, Section 4.15 or Section 4.17, which are the subject of the representations and warranties made therein), or (ii) any Company Permits (except for the Company Permits addressed in Section 4.14, which are the subject of the representations and warranties made therein), except in each case for any such conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (c) Since January 1, 2013, none of the Company, any Company Subsidiary or, to the Knowledge of the Company, any of their respective officers or employees, directly or indirectly, has (i) made or received any payments in violation of any Law (including the U.S. Foreign Corrupt Practices Act), including any contribution, payment, commission, rebate, promotional allowance or gift of funds or property or any other economic benefit to or from any employee, official or agent of any Governmental Authority where either the contribution, payment, commission, rebate, promotional allowance, gift or other economic benefit, or the purpose thereof, was illegal under any Law (including the U.S. Foreign Corrupt Practices Act) (any such payment, a “Prohibited Payment”); (ii) provided or received any product or services in violation of any Law (including the U.S. Foreign Corrupt Practices Act); or (iii) been subject to any investigation by any Governmental Authority with regard to any Prohibited Payment. (d) Each of the Company and the Company Subsidiaries has conducted its business in all material respects in accordance with applicable provisions of the United States’ economic sanctions and export control laws and regulations, including, without limitation, the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Act, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Export Administration Regulations, and regulations administered by the Office of Foreign Assets Control (31 CFR Part V), and other applicable export laws of the countries where it conducts business. Without limiting the foregoing, during the past five (5) years: (i) each of the Company and the Company Subsidiaries has obtained all material export licenses, registrations, approvals, and other authorizations required for its exports of products, software and technology from the United States and reexports of products, software and technology subject to the laws of the United States; (ii) each of the Company and the Company Subsidiaries is and at all times has been in compliance in all material respects with the terms of such applicable export licenses, registrations, approvals, and other authorizations; (iii) none of the Company and the Company Subsidiaries has received any written communication alleging that it is not or may not be in compliance with, or has, or may have any, liability under any such applicable export licenses, registrations, approvals, and other authorizations; (iv) there are no pending or, to the Company’s Knowledge, threatened claims or Actions against or involving the Company or any of the Company Subsidiaries with respect to such export licenses, registrations, approvals, and other authorizations; (v) there are no actions, conditions or circumstances pertaining to the Company’s or any Company Subsidiary’s export transactions that would reasonably be expected to give rise to any material future claims involving a Governmental Authority; (vi) to the Company’s Knowledge, neither the Company nor any Company Subsidiary is subject to United States trade sanctions or has participated directly or indirectly in any illegal transaction that involves any commodity, software, technical data, products or services with a Person that is (i) located in, organized under the laws of, or the government of a country that is subject to comprehensive United States trade sanctions, or owned or controlled by any such Person, or (ii) denied United States export privileges or otherwise specially designated or debarred by the government of the United States.
Appears in 2 contracts
Samples: Merger Agreement (Westport Innovations Inc), Merger Agreement (Fuel Systems Solutions, Inc.)
Permits; Compliance with Law. (a) Section 3.6.1 Except for employee benefit plans, labor and other employment matters, which are the authorizationssubjects of Sections 3.10 and 3.11, licensesfor environmental matters, permitswhich are the subject solely of Section 3.15, certificatesand tax matters, approvals, variances, exemptions, orders, franchises, certifications and clearances that which are the subject of Section 4.143.18, which are addressed solely in that Section, each of the Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications approvals and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company and each Company Subsidiary to own, lease and, to the extent applicable, and operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to be in possession of, the suspension or cancellation of, the failure to be valid or in full force and effect of, of any of the Company PermitsPermits has not had, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim or notice nor has any Knowledge indicating that None of the Company or any Company Subsidiary is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.
(b) Neither the Company nor any Company Subsidiary is or has, since January 1, 2013, been in conflict with, or in default or violation of (iexcept for Laws or Company Permits with respect to matters that are the subject of Sections 3.10, 3.11, 3.15, or 3.18), (a) any of the provisions of its Articles of Incorporation or Bylaws (or other governing instruments) or (b) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound (except for Laws addressed in Section 4.10, Section 4.11, Section 4.14, Section 4.15 or Section 4.17, which are the subject of the representations and warranties made therein), or (ii) any Company Permits (except for the Company Permits addressed in Section 4.14, which are the subject of the representations and warranties made therein)Permits, except in each the case of clause (a) or (b), for any such conflicts, defaults or violations thatthat have not had, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.
(c) . Since January 1December 31, 20132008, none of neither the Company, Company nor any Company Subsidiary has received any written notification or communication from any agency or department of federal, state, or local government or any Governmental Authority or the staff thereof (a) asserting that any of the Company or any Company Subsidiary is not in compliance with any Laws, initiating any proceeding or, to the Knowledge of the Company, any of their respective officers or employees, directly or indirectly, has (i) made or received any payments in violation of any Law (including the U.S. Foreign Corrupt Practices Act), including any contribution, payment, commission, rebate, promotional allowance or gift of funds or property or any other economic benefit to or from any employee, official or agent of any Governmental Authority where either the contribution, payment, commission, rebate, promotional allowance, gift or other economic benefit, or the purpose thereof, was illegal under any Law (including the U.S. Foreign Corrupt Practices Act) (any such payment, a “Prohibited Payment”); (ii) provided or received any product or services in violation of any Law (including the U.S. Foreign Corrupt Practices Act); or (iii) been subject to any investigation by any Governmental Authority with regard to any Prohibited Payment.
(d) Each knowledge of the Company and threatening an investigation into the Company Subsidiaries has conducted its business in all material respects in accordance with applicable provisions or operations of the United States’ economic sanctions and export control laws and regulations, including, without limitation, the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Act, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Export Administration Regulations, and regulations administered by the Office of Foreign Assets Control (31 CFR Part V), and other applicable export laws of the countries where it conducts business. Without limiting the foregoing, during the past five (5) years:
(i) each of the Company and the Company Subsidiaries has obtained all material export licenses, registrations, approvals, and other authorizations required for its exports of products, software and technology from the United States and reexports of products, software and technology subject to the laws of the United States;
(ii) each of the Company and the Company Subsidiaries is and at all times has been in compliance in all material respects with the terms of such applicable export licenses, registrations, approvals, and other authorizations;
(iii) none of the Company and the Company Subsidiaries has received any written communication alleging that it is not or may not be in compliance with, or has, or may have any, liability under any such applicable export licenses, registrations, approvals, and other authorizations;
(iv) there are no pending or, to the Company’s Knowledge, threatened claims or Actions against or involving the Company or any of Company Subsidiary or (b) requiring the Company Subsidiaries or any Company Subsidiary to enter into or consent to the issuance of a cease and desist or other order, injunction, formal agreement, directive, commitment, or memorandum of understanding, to become a party to any commitment letter or similar undertaking to or to adopt any board resolution or similar undertaking, that restricts, or by its terms will in the future restrict, the conduct of its business or that in any manner relates to its capital adequacy, its credit or risk management policies, its dividend policy, its management, its business or its operations (each, a “Company Regulatory Agreement”), except with respect to such export licenseseach of clause (a) and (b), registrations, approvalsfor matters that (x) solely relate to a Governmental Authority that is not the SEC or a Banking Authority, and other authorizations;
(vy) there are no actionshave not had, conditions individually or circumstances pertaining to in the Company’s or any aggregate, a Company Subsidiary’s export transactions that would reasonably be expected to give rise to any material future claims involving a Governmental Authority;
(vi) to the Company’s Knowledge, neither Material Adverse Effect. Neither the Company nor any Company Subsidiary is subject to United States trade sanctions a Company Regulatory Agreement. The Company and each Company Subsidiary has performed all obligations required to be performed by it under each Company Regulatory Agreement. There is no unresolved violation with respect to any report, form, schedule, registration, statement or has participated directly or indirectly in any illegal transaction that involves any commodity, software, technical data, products or services with a Person that is (i) located in, organized under the laws ofother document filed by, or relating to any examinations, except for examinations conducted in the government regular course of a country that is subject to comprehensive United States trade sanctionsthe business of the Company, or owned or controlled by any such PersonGovernmental Authority of, the Company or (ii) denied United States export privileges or otherwise specially designated or debarred by the government of the United Statesany Company Subsidiary.
Appears in 2 contracts
Samples: Merger Agreement (Citizens Republic Bancorp, Inc.), Merger Agreement (Firstmerit Corp /Oh/)
Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14, which are addressed solely in that Section, the Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim or notice nor has any Knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permitshave, individually or in the aggregate, have a Company Material Adverse Effect, (i) each of the Company and its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, easements, variances, exceptions, consents, certificates, approvals, registrations and other permits of any Governmental Authority (“Permits”) necessary for it to own, lease and operate its properties and assets or to carry on its business as it is now being conducted (collectively, the “Company Permits”) and (ii) all such Company Permits are in full force and effect. Except as has not had and would not reasonably be expected to have a Company Material Adverse Effect.
(b) Neither the Company nor any Company Subsidiary is or has, since January 1, 2013, been in conflict with, or in default or violation of (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound (except for Laws addressed in Section 4.10, Section 4.11, Section 4.14, Section 4.15 or Section 4.17, which are the subject of the representations and warranties made therein), or (ii) any Company Permits (except for the Company Permits addressed in Section 4.14, which are the subject of the representations and warranties made therein), except in each case for any such conflicts, defaults or violations thathave, individually or in the aggregate, have a Company Material Adverse Effect, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or threatened in writing.
(b) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, since January 1, 2016, the Company and its Subsidiaries have been in compliance with all Laws applicable to their business or operations and have not received any written notice of any violations of such Laws. Since January 1, 2016 until the date hereof, neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any Permit will be terminated or materially modified or, to the Knowledge of the Company, is threatened with suspension or will not be renewed in the ordinary course of business consistent with past practice, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(c) Since January 1, 2013, none of the Company, any Company Subsidiary or, to the Knowledge of the Company, any of their respective officers or employees, directly or indirectly, has (i) No representation is made or received any payments in violation of any Law (including the U.S. Foreign Corrupt Practices Act), including any contribution, payment, commission, rebate, promotional allowance or gift of funds or property or any other economic benefit to or from any employee, official or agent of any Governmental Authority where either the contribution, payment, commission, rebate, promotional allowance, gift or other economic benefit, or the purpose thereof, was illegal under any Law (including the U.S. Foreign Corrupt Practices Act) (any such payment, a “Prohibited Payment”); (ii) provided or received any product or services in violation of any Law (including the U.S. Foreign Corrupt Practices Act); or (iii) been subject to any investigation by any Governmental Authority with regard to any Prohibited Payment.
(d) Each of the Company and the Company Subsidiaries has conducted its business in all material respects in accordance with applicable provisions of the United States’ economic sanctions and export control laws and regulations, including, without limitation, the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Act, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Export Administration Regulations, and regulations administered by the Office of Foreign Assets Control (31 CFR Part V), and other applicable export laws of the countries where it conducts business. Without limiting the foregoing, during the past five (5) years:
(i) each of the Company and the Company Subsidiaries has obtained all material export licenses, registrations, approvals, and other authorizations required for its exports of products, software and technology from the United States and reexports of products, software and technology subject to the laws of the United States;
(ii) each of the Company and the Company Subsidiaries is and at all times has been in compliance in all material respects with the terms of such applicable export licenses, registrations, approvals, and other authorizations;
(iii) none of the Company and the Company Subsidiaries has received any written communication alleging that it is not or may not be in compliance with, or has, or may have any, liability under any such applicable export licenses, registrations, approvals, and other authorizations;
(iv) there are no pending or, to the Company’s Knowledge, threatened claims or Actions against or involving the Company or any of the Company Subsidiaries this Section 3.22 with respect to such export licensesSEC reports, registrationsfinancial statements and internal controls, approvalsemployee benefits, labor, Tax, environmental or intellectual property matters, which matters are addressed in Section 3.10, Section 3.11, Section 3.16, Section 3.17, Section 3.18, Section 3.19 and other authorizations;
(v) there are no actionsSection 3.20, conditions or circumstances pertaining to the Company’s or any Company Subsidiary’s export transactions that would reasonably be expected to give rise to any material future claims involving a Governmental Authority;
(vi) to the Company’s Knowledge, neither the Company nor any Company Subsidiary is subject to United States trade sanctions or has participated directly or indirectly in any illegal transaction that involves any commodity, software, technical data, products or services with a Person that is (i) located in, organized under the laws of, or the government of a country that is subject to comprehensive United States trade sanctions, or owned or controlled by any such Person, or (ii) denied United States export privileges or otherwise specially designated or debarred by the government of the United Statesrespectively.
Appears in 2 contracts
Samples: Merger Agreement (Perry Ellis International, Inc), Merger Agreement (Feldenkreis George)
Permits; Compliance with Law. (ai) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject Each of Section 4.14, which are addressed solely in that Section, the Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Permits”)Subsidiaries is, and at all such Company Permits are valid times since October 1, 2014 has been, in compliance with, and is not, and at all times since October 1, 2014 has not been, in full force and effectdefault under or in violation of, any applicable Law, except where the failure to be in possession ofsuch non-compliance, default or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, violation has not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim or notice nor has any Knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permitshave, individually or in the aggregate, a Company Material Adverse Effect. Since October 1, 2014, neither the Company nor any of its Subsidiaries has received any written notice or, to the Company’s knowledge, other communication from any Governmental Authority regarding any actual or possible violation of, or failure to comply with, any applicable Law, except for any such violations or failures to comply that have not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(ii) The Company and each of its Subsidiaries are in possession of all licenses, franchises, permits, certificates, approvals, variances, Orders, registrations and authorizations from Governmental Authorities necessary under applicable Law for the Company and its Subsidiaries to own, lease and operate their properties and assets and to carry on their businesses as they are now being conducted (collectively, “Company Permits”), except where the failure to so possess or have filed any of the Company Permits has not had and would not reasonably be expected to have a Company Material Adverse Effect.
(b) Neither the Company nor any Company Subsidiary is or has, since January 1, 2013, been in conflict with, or in default or violation of (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound (except for Laws addressed in Section 4.10, Section 4.11, Section 4.14, Section 4.15 or Section 4.17, which are the subject of the representations and warranties made therein), or (ii) any Company Permits (except for the Company Permits addressed in Section 4.14, which are the subject of the representations and warranties made therein), except in each case for any such conflicts, defaults or violations thathave, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are, and at all times since October 1, 2014 have been, in compliance with the terms and requirements of the Company Permits, except where the failure so to comply has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse Effect.
(c) Since January 1, 2013, none of the Company, any Company Subsidiary or, to the Knowledge of the Company, any of their respective officers or employees, directly or indirectly, . Except as has (i) made or received any payments in violation of any Law (including the U.S. Foreign Corrupt Practices Act), including any contribution, payment, commission, rebate, promotional allowance or gift of funds or property or any other economic benefit to or from any employee, official or agent of any Governmental Authority where either the contribution, payment, commission, rebate, promotional allowance, gift or other economic benefit, or the purpose thereof, was illegal under any Law (including the U.S. Foreign Corrupt Practices Act) (any such payment, a “Prohibited Payment”); (ii) provided or received any product or services in violation of any Law (including the U.S. Foreign Corrupt Practices Act); or (iii) been subject to any investigation by any Governmental Authority with regard to any Prohibited Payment.
(d) Each of the Company not had and the Company Subsidiaries has conducted its business in all material respects in accordance with applicable provisions of the United States’ economic sanctions and export control laws and regulations, including, without limitation, the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Act, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Export Administration Regulations, and regulations administered by the Office of Foreign Assets Control (31 CFR Part V), and other applicable export laws of the countries where it conducts business. Without limiting the foregoing, during the past five (5) years:
(i) each of the Company and the Company Subsidiaries has obtained all material export licenses, registrations, approvals, and other authorizations required for its exports of products, software and technology from the United States and reexports of products, software and technology subject to the laws of the United States;
(ii) each of the Company and the Company Subsidiaries is and at all times has been in compliance in all material respects with the terms of such applicable export licenses, registrations, approvals, and other authorizations;
(iii) none of the Company and the Company Subsidiaries has received any written communication alleging that it is would not or may not be in compliance with, or has, or may have any, liability under any such applicable export licenses, registrations, approvals, and other authorizations;
(iv) there are no pending or, to the Company’s Knowledge, threatened claims or Actions against or involving the Company or any of the Company Subsidiaries with respect to such export licenses, registrations, approvals, and other authorizations;
(v) there are no actions, conditions or circumstances pertaining to the Company’s or any Company Subsidiary’s export transactions that would reasonably be expected to give rise have, individually or in the aggregate, a Company Material Adverse Effect, the Company Permits are valid and in full force and effect and are not subject to any material future claims involving a Governmental Authority;
(vi) Proceeding that could reasonably be expected to the Company’s Knowledgeresult in modification, neither the Company nor any Company Subsidiary is subject to United States trade sanctions termination or has participated directly or indirectly in any illegal transaction that involves any commodity, software, technical data, products or services with a Person that is (i) located in, organized under the laws of, or the government of a country that is subject to comprehensive United States trade sanctions, or owned or controlled by any such Person, or (ii) denied United States export privileges or otherwise specially designated or debarred by the government of the United Statesrevocation thereof.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Washington Gas Light Co)
Permits; Compliance with Law. (ai) Except for The Company and its Subsidiaries are in compliance with, and are not in default under or in violation of, any Law, except where such non-compliance, default or violation have not had and would not have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2012, neither the Company nor any of its Subsidiaries has received any written notice or, to the Company’s knowledge, other communication from any Governmental Authority regarding any actual or possible violation of, or failure to comply with, any Law, except as would not have, individually or in the aggregate, a Company Material Adverse Effect.
(ii) The Company and its Subsidiaries are in possession of all franchises, grants, authorizations, licenses, permits, certificates, approvalseasements, variances, exemptionsexceptions, orders, franchises, certifications and clearances that are the subject of Section 4.14, which are addressed solely in that Section, the Company and each Company Subsidiary is in possession of all authorizations, licenses, permitsconsents, certificates, approvals, variancesclearances, exemptionspermissions, orders, franchises, certifications qualifications and clearances registrations and Orders of all applicable Governmental Authorities and all rights under each Material Contract with any Governmental Authority Authorities, and accreditation have filed all tariffs, reports, notices and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, documents with all Governmental Authorities necessary under Law for the Company and each Company Subsidiary its Subsidiaries to own, lease and, to the extent applicable, and operate its their properties or and assets (including their Oil and Gas Properties) and to carry on its respective business substantially their businesses as it is they are now being conducted as of the date hereof (the “Company Permits”)) except where the failure to so possess or have filed any of the Company Permits would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect, and there has been no default under any such Company Permits, except any defaults that would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are, and at all such times since January 1, 2012 have been, in compliance with the terms and requirements of the Company Permits, except where the failure so to comply would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse effect, (A) the Company Permits are valid and in full force and effecteffect and are not subject to any administrative or judicial proceeding that could result in modification, except where termination or revocation thereof, (B) none of the failure to Company Permits will be terminated or become terminable, in possession of, or the failure to be valid whole or in full force part, as a result of the Transactions and effect of, (C) no suspension or cancellation of any of the Company Permits, in whole or in part, is pending or, to the knowledge of the Company, threatened.
(iii) Each of the Company and its Subsidiaries and, to the knowledge of the Company, each third party operator of the Oil and Gas Properties of the Company and its Subsidiaries (with respect thereto) is, and at all times since January 1, 2012 has been, in compliance with all applicable Law, except for such non-compliance that would not be reasonably expected to have, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither To the knowledge of the Company, neither the Company nor any Company Subsidiary has received of its Subsidiaries is under investigation, whether public or non-public, with respect to any claim or notice nor has any Knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms material violation of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effectapplicable Laws.
(biv) Neither the Company nor any Company Subsidiary is or has, since January 1, 2013, been in conflict withof its Subsidiaries has received any notice from the BOEM (A) revoking, or in default threatening to revoke, the Company’s or violation any Subsidiary’s waiver of supplemental bonding requirements as an owner or operator of federal oil and gas leases, rights–of-use and easements or rights-of-way, or (iB) any Law applicable to imposing on the Company or any Company Subsidiary of its Subsidiaries any such supplemental bonding obligations or by which any property other similar credit or asset of security obligation.
(v) There is no regulatory Proceeding pending involving the Company or any Company Subsidiary is bound (except for Laws addressed in Section 4.10its Subsidiaries, Section 4.11, Section 4.14, Section 4.15 or Section 4.17, which are the subject of the representations and warranties made therein), or (ii) any Company Permits (except for the Company Permits addressed in Section 4.14, which are the subject of the representations and warranties made therein), except in each case for any such conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.
(c) Since January 1, 2013, none of the Company, any Company Subsidiary or, to the Knowledge of the Company, any of their respective officers or employees, directly or indirectly, has (i) made or received any payments in violation of any Law (including the U.S. Foreign Corrupt Practices Act), including any contribution, payment, commission, rebate, promotional allowance or gift of funds or property or any other economic benefit to or from any employee, official or agent of any Governmental Authority where either the contribution, payment, commission, rebate, promotional allowance, gift or other economic benefit, or the purpose thereof, was illegal under any Law (including the U.S. Foreign Corrupt Practices Act) (any such payment, a “Prohibited Payment”); (ii) provided or received any product or services in violation of any Law (including the U.S. Foreign Corrupt Practices Act); or (iii) been subject to any investigation by any Governmental Authority with regard to any Prohibited Payment.
(d) Each of the Company and the Company Subsidiaries has conducted its business in all material respects in accordance with applicable provisions of the United States’ economic sanctions and export control laws and regulations, including, without limitation, the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Act, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Export Administration Regulations, and regulations administered by the Office of Foreign Assets Control (31 CFR Part V), and other applicable export laws of the countries where it conducts business. Without limiting the foregoing, during the past five (5) years:
(i) each of the Company and the Company Subsidiaries has obtained all material export licenses, registrations, approvals, and other authorizations required for its exports of products, software and technology from the United States and reexports of products, software and technology subject to the laws of the United States;
(ii) each of the Company and the Company Subsidiaries is and at all times has been in compliance in all material respects with the terms of such applicable export licenses, registrations, approvals, and other authorizations;
(iii) none of the Company and the Company Subsidiaries has received any written communication alleging that it is not or may not be in compliance with, or has, or may have any, liability under any such applicable export licenses, registrations, approvals, and other authorizations;
(iv) there are no pending orand, to the Company’s Knowledgeknowledge, there is no material ongoing, pending or threatened claims or Actions against or involving regulatory action to which the Company or any of the Company Subsidiaries with respect to such export licenses, registrations, approvals, Oil and other authorizations;
(v) there are no actions, conditions or circumstances pertaining to the Company’s or any Company Subsidiary’s export transactions that Gas Properties would reasonably be expected to give rise to any material future claims involving a Governmental Authority;subject.
(vi) For the avoidance of doubt, the provisions of this Section 3.1(j) do not apply to the Company’s KnowledgeEnvironmental Laws, neither Environmental Permits or Hazardous Materials, as representations and warranties made by the Company nor any Company Subsidiary is subject and its Subsidiaries with regard to United States trade sanctions or has participated directly or indirectly all environmental matters, including Environmental Laws, Environmental Permits and Hazardous Materials are solely and exclusively made in any illegal transaction that involves any commodity, software, technical data, products or services with a Person that is (i) located in, organized under the laws of, or the government of a country that is subject to comprehensive United States trade sanctions, or owned or controlled by any such Person, or (ii) denied United States export privileges or otherwise specially designated or debarred by the government of the United StatesSection 3.1(s).
Appears in 2 contracts
Samples: Merger Agreement (Energy Xxi (Bermuda) LTD), Merger Agreement (Epl Oil & Gas, Inc.)
Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances The Group Companies have all Permits that are required to operate the subject of Section 4.14, which are addressed solely Business in that Section, all material respects in substantially the Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for same manner as conducted during the Company and each Company Subsidiary twelve (12) month period prior to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Permits”). No Group Company is, and all such nor since January 1, 2021 has been, in default or violation of any Company Permit in any material respects. The Company Permits are valid and in full force and effect, except where the failure and no condition exists that with notice or lapse of time or both would constitute a default of any Company Permits to which any Group Company is a party, except, in each case, as would not reasonably be in possession of, or the failure expected to be valid or in full force and effect of, any of the Company Permitsbe, individually or in the aggregate, material to the Business or the Group Companies, taken as a whole. Since January 1, 2021, none of Sellers or any of their Affiliates has not had and received any written notice of any Action or investigation relating to the revocation, nonrenewal, suspension or modification of any Company Permit, except, in each case, as would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim or notice nor has any Knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permitsbe, individually or in the aggregate, have material to the Business or the Group Companies, taken as a whole.
(b) Each Group Company is, and since January 1, 2021 has been, in compliance with all Laws and Judgments applicable to it, except, in each case, where non-compliance with such Laws and Judgments has not had and been, or would not reasonably be expected to have a Company Material Adverse Effect.
(b) Neither the Company nor any Company Subsidiary is or has, since January 1, 2013, been in conflict with, or in default or violation of (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound (except for Laws addressed in Section 4.10, Section 4.11, Section 4.14, Section 4.15 or Section 4.17, which are the subject of the representations and warranties made therein), or (ii) any Company Permits (except for the Company Permits addressed in Section 4.14, which are the subject of the representations and warranties made therein), except in each case for any such conflicts, defaults or violations thatbe, individually or in the aggregate, have not had and material to the Business or the Group Companies, taken as a whole. Since January 1, 2021, none of Sellers or any of their Affiliates has received any written notice of or been charged with any violation of any Laws applicable to the Business or Group Companies, except, in each case, as would not reasonably be expected to have be, individually or in the aggregate, material to the Business or the Group Companies, taken as a Company Material Adverse Effectwhole.
(c) Since January 1The Group Companies are operating, 2013, none of and in the Company, any Company Subsidiary or, five years prior to the Knowledge date of the Companythis Agreement have operated, any of their respective officers or employees, directly or indirectly, has (i) made or received any payments in violation of any Law (including the U.S. Foreign Corrupt Practices Act), including any contribution, payment, commission, rebate, promotional allowance or gift of funds or property or any other economic benefit to or from any employee, official or agent of any Governmental Authority where either the contribution, payment, commission, rebate, promotional allowance, gift or other economic benefit, or the purpose thereof, was illegal under any Law (including the U.S. Foreign Corrupt Practices Act) (any such payment, a “Prohibited Payment”); (ii) provided or received any product or services in violation of any Law (including the U.S. Foreign Corrupt Practices Act); or (iii) been subject to any investigation by any Governmental Authority with regard to any Prohibited Payment.
(d) Each of the Company and the Company Subsidiaries has conducted its business in all material respects in accordance with applicable provisions of the United States’ economic sanctions and export control laws and regulations, including, without limitation, the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Act, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Export Administration Regulations, and regulations administered by the Office of Foreign Assets Control (31 CFR Part V), and other applicable export laws of the countries where it conducts business. Without limiting the foregoing, during the past five (5) years:
(i) each of the Company and the Company Subsidiaries has obtained all material export licenses, registrations, approvals, and other authorizations required for its exports of products, software and technology from the United States and reexports of products, software and technology subject to the laws of the United States;
(ii) each of the Company and the Company Subsidiaries is and at all times has been in compliance in all material respects with the terms of such applicable export licenses, registrations, approvals, and other authorizations;
(iii) none of the Company and the Company Subsidiaries has received any written communication alleging that it is not or may not be in compliance with, or has, or may have any, liability under any such applicable export licenses, registrations, approvals, and other authorizations;
(iv) there are no pending or, to the Company’s Knowledge, threatened claims or Actions against or involving the Company or any of the Company Subsidiaries with respect to such export licenses, registrations, approvals, and other authorizations;
(v) there are no actions, conditions or circumstances pertaining to the Company’s or any Company Subsidiary’s export transactions that would reasonably be expected to give rise to any material future claims involving a Governmental Authority;
(vi) to the Company’s Knowledge, neither the Company nor any Company Subsidiary is subject to United States trade sanctions or has participated directly or indirectly in any illegal transaction that involves any commodity, software, technical data, products or services with a Person that is (i) located in, organized under the laws of, or the government of a country that is subject to comprehensive United States trade sanctions, or owned or controlled by any such Person, or (ii) denied United States export privileges or otherwise specially designated or debarred by the government of the United StatesAnti-Corruption Laws.
Appears in 1 contract
Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14, which are addressed solely in that Section, the Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have be material to the Group Companies as a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim or notice nor has any Knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.whole:
(ba) Neither the Company nor any Company Subsidiary is or has, since January 1, 2013, been in conflict with, or in default or violation of (i) any Law applicable to the each Group Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound (except for Laws addressed in Section 4.10, Section 4.11, Section 4.14, Section 4.15 or Section 4.17, which are the subject of the representations and warranties made therein), or (ii) any Company Permits (except for the Company Permits addressed in Section 4.14, which are the subject of the representations and warranties made therein), except in each case for any such conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.
(c) Since January 1, 2013, none of the Company, any Company Subsidiary or, to the Knowledge of the Company, any of their respective officers or employees, directly or indirectly, has (i) made or received any payments and directors that may reasonably be considered in violation the process of determining the suitability of any Law (including of the U.S. Foreign Corrupt Practices Act), including any contribution, payment, commission, rebate, promotional allowance or gift of funds or property or any other economic benefit to or from any employee, official or agent of any Governmental Authority where either the contribution, payment, commission, rebate, promotional allowance, gift or other economic benefit, or the purpose thereof, was illegal under any Law (including the U.S. Foreign Corrupt Practices Act) (any such payment, a “Prohibited Payment”); (ii) provided or received any product or services in violation of any Law (including the U.S. Foreign Corrupt Practices Act); or (iii) been subject to any investigation Group Companies for an approval by any Governmental Authority with regard to any Prohibited Payment.
(dregulatory control or jurisdiction over gambling, betting and/or gaming activities and operations, if any) Each of the Company and the Company Subsidiaries has conducted its business in all material respects in accordance with applicable provisions of the United States’ economic sanctions and export control laws and regulations, including, without limitation, the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Act, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Export Administration Regulationsholds, and regulations administered by at all times since the Office Lookback Date has held, all Permits necessary for the lawful conduct of Foreign Assets Control (31 CFR Part V)their respective businesses and ownership of their respective properties, rights and other applicable export laws of the countries where it conducts business. Without limiting the foregoing, during the past five (5) years:
(i) each of the Company and the Company Subsidiaries has obtained all material export licenses, registrations, approvals, and other authorizations required for its exports of products, software and technology from the United States and reexports of products, software and technology subject to the laws of the United States;
assets; (ii) each of the Company and the Company Subsidiaries is and at all times such Permit has been duly obtained and is in full force and effect; (iii) each Group Company is, and since the Lookback Date, has been, in compliance in with all material respects such Permits; (iv) since the Lookback Date, no Group Company has received any notice of non-compliance or alleged non-compliance with any applicable Permit; and (v) to the terms Company’s Knowledge, no suspension or cancellation of such applicable export licenses, registrations, approvals, and other authorizationsany Permit is threatened by any Governmental Authority;
(iiib) none of (i) the Group Companies are, and have been since the Lookback Date, in material compliance with all applicable Laws and Orders and (ii) since the Lookback Date, neither any Group Company and nor, to the Company Subsidiaries Company’s Knowledge, any other Person, has received any written communication alleging that it is not notice of any material non-compliance or may not be in alleged non-compliance with, with any applicable Law or has, or may have any, liability under any such applicable export licenses, registrations, approvals, and other authorizationsOrder;
(ivc) there are since the Lookback Date no pending Governmental Authority has initiated or, to the Company’s Knowledge, threatened claims or Actions against or involving the Company or any of the Company Subsidiaries Action with respect to such export licenses, registrations, approvals, and other authorizationsthe business or operations of any Group Company;
(vd) there are no actionsthe Company and, conditions or circumstances pertaining to the Company’s or any Company Subsidiary’s export transactions that would reasonably be expected to give rise to any material future claims involving a Governmental Authority;
(vi) to the Company’s Knowledge, neither any directors or officer acting for or on behalf of the Company, currently complies, and since the Lookback Date has complied, in all material respects with all applicable Anti-Corruption Laws and Anti-Money Laundering Laws; and
(e) no Group Company nor or, to the Company’s Knowledge, any Company Subsidiary is subject to United States trade sanctions of their respective directors or has participated directly or indirectly in any illegal transaction that involves any commodity, software, technical data, products or services with a Person that is officers: (i) located in, organized under the laws of, is or the government of was a country that is subject to comprehensive United States trade sanctions, or owned or controlled by any such Restricted Person, or ; (ii) denied United States export privileges conducts or has conducted any business, or engages or has engaged in, making or receiving any contribution of funds, goods or services to or for the benefit of any Restricted Person; (iii) deals or has dealt in, or otherwise specially designated engages or debarred by has engaged in any transaction related to, any property or interests in property blocked pursuant to any applicable Sanctions; (iv) engages or has engaged in any transaction that evades or avoids, or has the government purpose of evading or avoiding, or attempts to violate, any of the United Statesapplicable prohibitions set forth in any of the foregoing clauses of this 4.14(e); or (v) has received written notice of any Action involving it with respect to Sanctions.
Appears in 1 contract
Permits; Compliance with Law. (a) Except for employee benefit plans, labor and other employment matters, which are the authorizationssubjects of Section 4.10 and Section 4.11, licensesfor environmental matters, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that which are the subject of Section 4.144.14 and for tax matters, which are addressed solely in that Sectionthe subject of Section 4.17, each of the Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications approvals and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company and each Company Subsidiary to own, lease and, to the extent applicable, and operate its properties or to carry on its respective business substantially as it is currently being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to be in possession of, or the suspension or cancellation of, or failure to be valid or in full force and effect of, any of the Company PermitsPermits would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither Except for Laws or Company Permits with respect to employee benefit plans and labor and other employment matters, which are the subjects of Section 4.10 and Section 4.11, environmental matters, which are the subject of Section 4.14, tax matters, which are the subject of Section 4.17, and franchise matters, which are the subject of Section 4.19, each of the Company nor any Company Subsidiary has received any claim or notice nor has any Knowledge indicating that and the Company or any Company Subsidiary is currently not Subsidiaries are in compliance, and have been in compliance since January 1, 2008, with the terms all Laws applicable to its business or operations or by which any of any such its properties or assets are bound and all Company Permits, except where the failure to be in compliance with the terms each case for any instances of any such Company Permitsnoncompliance that would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.
(b) Neither Section 4.06(b) of the Company nor any Disclosure Letter sets forth a list of all liquor licenses (including beer and wine licenses) held or used by the Company Subsidiary is or hasand the Company Subsidiaries (collectively, since January 1, 2013, been the “Liquor Licenses”) in conflict with, or in default or violation connection with the operation of (i) any Law applicable to each restaurant operated by the Company or any Company Subsidiary or by which any property or asset Subsidiary, along with the name and address of each such restaurant, and the Company or any Company Subsidiary expiration date of each such Liquor License. The foregoing list is bound correct and complete in all material respects.
(except for Laws addressed in Section 4.10, Section 4.11, Section 4.14, Section 4.15 or Section 4.17, which are the subject of the representations and warranties made therein), or (iic) any Company Permits (except for the Company Permits addressed in Section 4.14, which are the subject of the representations and warranties made therein), except in each case for any such conflicts, defaults or violations thatExcept as would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.
(c) Since January 1, 2013, none of the Company, any Company Subsidiary or, be material to the Knowledge of the Company, any of their respective officers or employees, directly or indirectly, has (i) made or received any payments in violation of any Law (including the U.S. Foreign Corrupt Practices Act), including any contribution, payment, commission, rebate, promotional allowance or gift of funds or property or any other economic benefit to or from any employee, official or agent of any Governmental Authority where either the contribution, payment, commission, rebate, promotional allowance, gift or other economic benefit, or the purpose thereof, was illegal under any Law (including the U.S. Foreign Corrupt Practices Act) (any such payment, a “Prohibited Payment”); (ii) provided or received any product or services in violation of any Law (including the U.S. Foreign Corrupt Practices Act); or (iii) been subject to any investigation by any Governmental Authority with regard to any Prohibited Payment.
(d) Each business and operations of the Company and the Company Subsidiaries has conducted its business in all material respects in accordance with applicable provisions of the United States’ economic sanctions and export control laws and regulationsSubsidiaries, including, without limitation, the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Act, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Export Administration Regulations, and regulations administered by the Office of Foreign Assets Control (31 CFR Part V), and other applicable export laws of the countries where it conducts business. Without limiting the foregoing, during the past five (5) yearstaken as a whole:
(i) to the extent required by applicable Law, each of restaurant currently operated by the Company and the or any Company Subsidiaries has obtained all material export licenses, registrations, approvals, and other authorizations required for its exports of products, software and technology from the United States and reexports of products, software and technology subject to the laws of the United StatesSubsidiary possesses a Liquor License;
(ii) each of the Company and has no reason to believe that any currently pending application for a Liquor License sought by the Company Subsidiaries is and at all times has been in compliance in all material respects with the terms of such applicable export licenses, registrations, approvals, and other authorizationsor any Company Subsidiary will be ultimately denied;
(iii) none each of the Company and the Company Subsidiaries Liquor Licenses has received any written communication alleging that it is not or may not be in compliance with, or has, or may have any, liability under any such applicable export licenses, registrations, approvalsbeen validly issued, and other authorizationsany subsequent changes in fact affecting such licensees that were required by Law to be reported to the applicable alcoholic beverage licensing authorities, have been so reported;
(iv) there are no pending or, to each Liquor License is in full force and effect and is adequate for the Company’s Knowledge, threatened claims or Actions against or involving the Company or any current conduct of the Company Subsidiaries with respect to such export licenses, registrations, approvals, and other authorizationsoperations at the restaurant for which it is issued;
(v) there are no actions, conditions or circumstances pertaining to the Company’s or any Company Subsidiary’s export transactions that would reasonably be expected to give rise to any material future claims involving a Governmental Authority;
(vi) to the Company’s Knowledge, neither the Company nor any Company Subsidiary is subject to United States trade sanctions has received any written notice of any pending or has participated directly or indirectly in any illegal transaction that involves any commoditythreatened modification, software, technical data, products or services with a Person that is (i) located in, organized under the laws ofsuspension, or the government cancellation of a country that is subject Liquor License or any proceeding related thereto;
(vi) except as set forth in Section 4.06(c)(i) of the Company Disclosure Letter, there have been no proceedings or other Actions relating to comprehensive United States trade sanctionsany of the Liquor Licenses; and
(vii) there are no pending disciplinary actions, unresolved citations, unsatisfied penalties, or owned past disciplinary actions relating to Liquor Licenses that would reasonably be expected to have any material impact on any restaurant or controlled by the ability to maintain or renew any such Person, or (ii) denied United States export privileges or otherwise specially designated or debarred by the government of the United StatesLiquor License.
Appears in 1 contract
Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14, which are addressed solely in that Section, the Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, has not had and would not have or reasonably be expected to have a Company Material Adverse Effect. Neither , (i) each of the Company and its Subsidiaries is in possession of all material franchises, grants, authorizations, licenses, easements, variances, exceptions, consents, certificates, approvals, waivers, exemptions and other permits of any Governmental Authority (“Permits”) necessary for it to own, lease and operate its properties and assets or to carry on its business as it is now being conducted (collectively, the “Company Permits”), (ii) each Company Permit is in full force and effect, and (iii) neither the Company nor any Company Subsidiary of its Subsidiaries is, or since December 31, 2014 has received been, in conflict with or default or violation of any claim or notice nor has any Knowledge indicating that of the Company or any Company Subsidiary is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits. Except as would not, individually or in the aggregate, have not had and would not or reasonably be expected to have a material impact on the business of the Company Material Adverse Effectand its Subsidiaries taken as a whole, as of between December 31, 2014 and the date of this Agreement, (x) no termination, revocation, suspension, modification or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company, threatened and (y) neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Authority threatening to (i) terminate, suspend, revoke, cancel, withdraw or modify in an adverse manner any of the Company Permits; or (ii) give any notice of the intention of any Governmental Authority to impose any civil penalty on the Company or any of its Subsidiaries as a result of any deviation of the term of any Permit, Law or Order.
(b) Neither the The Company nor any Company Subsidiary is and each of its Subsidiaries are, and since December 31, 2014 have been, in compliance with all Laws or has, since January 1, 2013, been in conflict with, or in default or violation of (i) any Law Orders applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound (except for Laws addressed in Section 4.10, Section 4.11, Section 4.14, Section 4.15 or Section 4.17, which are the subject of the representations and warranties made therein), or (ii) any Company Permits (except for the Company Permits addressed in Section 4.14, which are the subject of the representations and warranties made therein)its Subsidiaries, except in each case for any such conflicts, defaults or violations that, individually or in the aggregate, have not had and as would not have or reasonably be expected to have a Company Material Adverse Effect.
(c) Since January 1, 2013, none of the Company, any Company Subsidiary or, to the Knowledge of the Company, any of their respective officers or employees, directly or indirectly, has (i) No representation is made or received any payments in violation of any Law (including the U.S. Foreign Corrupt Practices Act), including any contribution, payment, commission, rebate, promotional allowance or gift of funds or property or any other economic benefit to or from any employee, official or agent of any Governmental Authority where either the contribution, payment, commission, rebate, promotional allowance, gift or other economic benefit, or the purpose thereof, was illegal under any Law (including the U.S. Foreign Corrupt Practices Act) (any such payment, a “Prohibited Payment”); (ii) provided or received any product or services in violation of any Law (including the U.S. Foreign Corrupt Practices Act); or (iii) been subject to any investigation by any Governmental Authority with regard to any Prohibited Payment.
(d) Each of the Company and the Company Subsidiaries has conducted its business in all material respects in accordance with applicable provisions of the United States’ economic sanctions and export control laws and regulations, including, without limitation, the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Act, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Export Administration Regulations, and regulations administered by the Office of Foreign Assets Control (31 CFR Part V), and other applicable export laws of the countries where it conducts business. Without limiting the foregoing, during the past five (5) years:
(i) each of the Company and the Company Subsidiaries has obtained all material export licenses, registrations, approvals, and other authorizations required for its exports of products, software and technology from the United States and reexports of products, software and technology subject to the laws of the United States;
(ii) each of the Company and the Company Subsidiaries is and at all times has been in compliance in all material respects with the terms of such applicable export licenses, registrations, approvals, and other authorizations;
(iii) none of the Company and the Company Subsidiaries has received any written communication alleging that it is not or may not be in compliance with, or has, or may have any, liability under any such applicable export licenses, registrations, approvals, and other authorizations;
(iv) there are no pending or, to the Company’s Knowledge, threatened claims or Actions against or involving the Company or any of the Company Subsidiaries this Section 3.23 with respect to such export licensesemployee benefits, registrationslabor, approvalsTax, environmental, intellectual property or health care regulatory matters, which matters are addressed in Section 3.15, Section 3.16, Section 3.17, Section 3.18, Section 3.19 and other authorizations;
(v) there are no actionsSection 3.20, conditions or circumstances pertaining to the Company’s or any Company Subsidiary’s export transactions that would reasonably be expected to give rise to any material future claims involving a Governmental Authority;
(vi) to the Company’s Knowledge, neither the Company nor any Company Subsidiary is subject to United States trade sanctions or has participated directly or indirectly in any illegal transaction that involves any commodity, software, technical data, products or services with a Person that is (i) located in, organized under the laws of, or the government of a country that is subject to comprehensive United States trade sanctions, or owned or controlled by any such Person, or (ii) denied United States export privileges or otherwise specially designated or debarred by the government of the United Statesrespectively.
Appears in 1 contract
Samples: Merger Agreement (Air Methods Corp)
Permits; Compliance with Law. (a) Except as set forth on Section 3.6 of the Company Disclosure Schedule and except for Environmental Permits, which are the subject solely of Section 3.13, and FDA Permits, which are the subject solely of Section 3.15, the Company is and has been in possession of all material authorizations, licenses, permits, certificates, approvals, variancesclearances, exemptions, orderseasements, variances, franchises, certifications consents, registrations, orders and clearances that are the subject other grants of Section 4.14, which are addressed solely in that Section, the Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances rights of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, Entity necessary for the Company and each Company Subsidiary to own, lease and, to the extent applicable, and operate its properties or to carry on its respective business substantially as it is now being conducted as of the date hereof (the “Company Permits”), ) and has been operating its business pursuant to and in compliance in all material respects in accordance with the terms of all such Company Permits. All such Company Permits are valid and in full force and effecteffect in all material respects.
Section 3.6.1 The Company is not, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim or notice nor has any Knowledge indicating that the Company or any Company Subsidiary is currently not been, in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.
(b) Neither the Company nor any Company Subsidiary is or has, since January 1, 2013, been in conflict with, or in material default or violation of (ia) except for Laws with respect to matters that are the subject of Section 3.9 (Employee Benefit Plans), Section 3.10 (Labor and Other Employment Matters), Section 3.12 (Litigation), Section 3.13 (Environmental), Section 3.14 (Intellectual Property), Section 3.15 (FDA Regulatory Compliance), Section 3.16 (Healthcare Regulatory Compliance), Section 3.17 (Assets and Properties) or Section 3.18 (Tax), which such matters are solely the subject of such respective sections, any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound or (b) except for Laws addressed in Section 4.10, Section 4.11, Section 4.14, Section 4.15 or Section 4.17Environmental Permits, which are the subject solely of the representations and warranties made therein), or (ii) any Company Permits (except for the Company Permits addressed in Section 4.14, which are the subject of the representations and warranties made therein), except in each case for any such conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.
(c) Since January 1, 2013, none of the Company3.13, any Company Subsidiary orPermits. There is no notice, charge, claim, action or assertion pending, or to the Knowledge of the Company, threatened against the Company from any of their respective officers Governmental Entity alleging any such default or employees, directly or indirectly, has (i) made or received any payments in violation of any Law (including the U.S. Foreign Corrupt Practices Act), including any contribution, payment, commission, rebate, promotional allowance or gift of funds or property or any other economic benefit to or from any employee, official or agent of any Governmental Authority where either the contribution, payment, commission, rebate, promotional allowance, gift or other economic benefit, or the purpose thereof, was illegal under any Law (including the U.S. Foreign Corrupt Practices Act) (any such payment, a “Prohibited Payment”); (ii) provided or received any product or services in violation of any Law (including the U.S. Foreign Corrupt Practices Act); or (iii) been subject to any investigation by any Governmental Authority with regard to any Prohibited Payment.
(d) Each of the Company and the Company Subsidiaries has conducted its business in all material respects in accordance with applicable provisions of the United States’ economic sanctions and export control laws and regulations, including, without limitation, the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Act, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Export Administration Regulations, and regulations administered by the Office of Foreign Assets Control (31 CFR Part V), and other applicable export laws of the countries where it conducts business. Without limiting the foregoing, during the past five (5) years:
(i) each of the Company and the Company Subsidiaries has obtained all material export licenses, registrations, approvals, and other authorizations required for its exports of products, software and technology from the United States and reexports of products, software and technology subject to the laws of the United States;
(ii) each of the Company and the Company Subsidiaries is and at all times has been in compliance in all material respects with the terms of such applicable export licenses, registrations, approvals, and other authorizations;
(iii) none of the Company and the Company Subsidiaries has received any written communication alleging that it is not or may not be in compliance with, or has, or may have any, liability under any such applicable export licenses, registrations, approvals, and other authorizations;
(iv) there are no pending or, to the Company’s Knowledge, threatened claims or Actions against or involving the Company or any of the Company Subsidiaries with respect to such export licenses, registrations, approvals, and other authorizations;
(v) there are no actions, conditions or circumstances pertaining to the Company’s or any Company Subsidiary’s export transactions that would reasonably be expected to give rise to any material future claims involving a Governmental Authority;
(vi) to the Company’s Knowledge, neither the Company nor any Company Subsidiary is subject to United States trade sanctions or has participated directly or indirectly in any illegal transaction that involves any commodity, software, technical data, products or services with a Person that is (i) located in, organized under the laws of, or the government of a country that is subject to comprehensive United States trade sanctions, or owned or controlled by any such Person, or (ii) denied United States export privileges or otherwise specially designated or debarred by the government of the United States.
Appears in 1 contract
Samples: Merger Agreement (Nuvasive Inc)
Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14, which are addressed solely in that Section, the Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither , (i) each of the Company nor any Company Subsidiary has received any claim or notice nor has any Knowledge indicating that the Company or any Company Subsidiary and its Subsidiaries is currently not in compliance with the terms possession of all franchises, grants, authorizations, licenses, easements, variances, exceptions, consents, certificates, approvals and other permits of any Governmental Authority (“Permits”) necessary for it to own, lease and operate its properties and assets or to carry on its business as it is now being conducted (collectively, the “Company Permits”) and (ii) all such Company Permits, except where the failure to be Permits are in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had full force and effect. Except as would not reasonably be expected to have a Company Material Adverse Effect, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or threatened in writing.
(b) Neither Except as would not have a Company Material Adverse Effect, since August 11, 2009, the Company and its Subsidiaries have been in compliance with all Laws applicable to their business or operations and have not received any written notice of any violations of such Laws. Since August 11, 2009 until the date hereof, neither the Company nor any Company Subsidiary is of its Subsidiaries has received written notice from any Governmental Authority that any Permit will be terminated or hasmaterially modified or, since January 1, 2013, been in conflict with, or in default or violation of (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset Knowledge of the Company Company, is threatened with suspension or any Company Subsidiary is bound (except for Laws addressed will not be renewed in Section 4.10, Section 4.11, Section 4.14, Section 4.15 or Section 4.17, which are the subject ordinary course of the representations and warranties made therein), or (ii) any Company Permits (except for the Company Permits addressed in Section 4.14, which are the subject of the representations and warranties made therein)business consistent with past practice, except in each case for any such conflicts, defaults or violations that, individually or in the aggregate, have not had and as would not reasonably be expected to have a Company Material Adverse Effect.
(c) Since January 1, 2013, none of the Company, any Company Subsidiary or, to the Knowledge of the Company, any of their respective officers or employees, directly or indirectly, has (i) No representation is made or received any payments in violation of any Law (including the U.S. Foreign Corrupt Practices Act), including any contribution, payment, commission, rebate, promotional allowance or gift of funds or property or any other economic benefit to or from any employee, official or agent of any Governmental Authority where either the contribution, payment, commission, rebate, promotional allowance, gift or other economic benefit, or the purpose thereof, was illegal under any Law (including the U.S. Foreign Corrupt Practices Act) (any such payment, a “Prohibited Payment”); (ii) provided or received any product or services in violation of any Law (including the U.S. Foreign Corrupt Practices Act); or (iii) been subject to any investigation by any Governmental Authority with regard to any Prohibited Payment.
(d) Each of the Company and the Company Subsidiaries has conducted its business in all material respects in accordance with applicable provisions of the United States’ economic sanctions and export control laws and regulations, including, without limitation, the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Act, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Export Administration Regulations, and regulations administered by the Office of Foreign Assets Control (31 CFR Part V), and other applicable export laws of the countries where it conducts business. Without limiting the foregoing, during the past five (5) years:
(i) each of the Company and the Company Subsidiaries has obtained all material export licenses, registrations, approvals, and other authorizations required for its exports of products, software and technology from the United States and reexports of products, software and technology subject to the laws of the United States;
(ii) each of the Company and the Company Subsidiaries is and at all times has been in compliance in all material respects with the terms of such applicable export licenses, registrations, approvals, and other authorizations;
(iii) none of the Company and the Company Subsidiaries has received any written communication alleging that it is not or may not be in compliance with, or has, or may have any, liability under any such applicable export licenses, registrations, approvals, and other authorizations;
(iv) there are no pending or, to the Company’s Knowledge, threatened claims or Actions against or involving the Company or any of the Company Subsidiaries this Section 3.22 with respect to such export licensesSEC reports, registrationsfinancial statements and internal controls, approvalsemployee benefits, labor, Tax, environmental, intellectual property or Health Care Laws matters, which matters are addressed in Section 3.10, Section 3.11, Section 3.16, Section 3.17, Section 3.18, Section 3.19, 3.20 and other authorizations;
(v) there are no actionsSection 3.28, conditions or circumstances pertaining to the Company’s or any Company Subsidiary’s export transactions that would reasonably be expected to give rise to any material future claims involving a Governmental Authority;
(vi) to the Company’s Knowledge, neither the Company nor any Company Subsidiary is subject to United States trade sanctions or has participated directly or indirectly in any illegal transaction that involves any commodity, software, technical data, products or services with a Person that is (i) located in, organized under the laws of, or the government of a country that is subject to comprehensive United States trade sanctions, or owned or controlled by any such Person, or (ii) denied United States export privileges or otherwise specially designated or debarred by the government of the United Statesrespectively.
Appears in 1 contract
Samples: Merger Agreement (Emdeon Inc.)
Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14, which are addressed solely in that Section, the Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Permitswould not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither , (i) each of the Company and its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, easements, variances, exceptions, consents, certificates, approvals and other permits of any Governmental Authority (“Permits”) required for it to own, lease and operate its properties and assets or to carry on its business as it is now being conducted (collectively, the “Company Permits”), (ii) each Company Permit is in full force and effect, and (iii) neither the Company nor any of its Subsidiaries is in conflict with or default or violation of any of the Company Subsidiary Permits. As of the date of this Agreement, no material suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company, threatened and neither the Company nor any of its Subsidiaries has received any claim written notice from any Governmental Authority threatening to suspend, revoke, withdraw or notice nor has modify in an adverse manner any Knowledge indicating that of the Company or any Company Subsidiary is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits.
(b) Except as would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.
(b) Neither , none of the Company nor and any Company Subsidiary of its Subsidiaries is in conflict with, or hasin default or violation of, and since January 1December 31, 2013, 2013 has been in conflict with, or in default or violation of (i) any Law applicable to the Company or any such Subsidiary of the Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary Assets is bound (except for Laws addressed in Section 4.10, Section 4.11, Section 4.14, Section 4.15 or Section 4.17, which are the subject of the representations and warranties made therein), or (ii) any Company Permits (except for the Company Permits addressed in Section 4.14, which are the subject of the representations and warranties made therein), except in each case for any such conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effectbound.
(c) Since January 1, 2013, none of the Company, any Company Subsidiary or, to the Knowledge of the Company, any of their respective officers or employees, directly or indirectly, has (i) No representation is made or received any payments in violation of any Law (including the U.S. Foreign Corrupt Practices Act), including any contribution, payment, commission, rebate, promotional allowance or gift of funds or property or any other economic benefit to or from any employee, official or agent of any Governmental Authority where either the contribution, payment, commission, rebate, promotional allowance, gift or other economic benefit, or the purpose thereof, was illegal under any Law (including the U.S. Foreign Corrupt Practices Act) (any such payment, a “Prohibited Payment”); (ii) provided or received any product or services in violation of any Law (including the U.S. Foreign Corrupt Practices Act); or (iii) been subject to any investigation by any Governmental Authority with regard to any Prohibited Payment.
(d) Each of the Company and the Company Subsidiaries has conducted its business in all material respects in accordance with applicable provisions of the United States’ economic sanctions and export control laws and regulations, including, without limitation, the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Act, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Export Administration Regulations, and regulations administered by the Office of Foreign Assets Control (31 CFR Part V), and other applicable export laws of the countries where it conducts business. Without limiting the foregoing, during the past five (5) years:
(i) each of the Company and the Company Subsidiaries has obtained all material export licenses, registrations, approvals, and other authorizations required for its exports of products, software and technology from the United States and reexports of products, software and technology subject to the laws of the United States;
(ii) each of the Company and the Company Subsidiaries is and at all times has been in compliance in all material respects with the terms of such applicable export licenses, registrations, approvals, and other authorizations;
(iii) none of the Company and the Company Subsidiaries has received any written communication alleging that it is not or may not be in compliance with, or has, or may have any, liability under any such applicable export licenses, registrations, approvals, and other authorizations;
(iv) there are no pending or, to the Company’s Knowledge, threatened claims or Actions against or involving the Company or any of the Company Subsidiaries this Section 3.22 with respect to such export licensesemployee benefits, registrationslabor or Tax matters, approvalswhich matters are addressed in Section 3.15, Section 3.16 and other authorizations;
(v) there are no actionsSection 3.17, conditions or circumstances pertaining to the Company’s or any Company Subsidiary’s export transactions that would reasonably be expected to give rise to any material future claims involving a Governmental Authority;
(vi) to the Company’s Knowledge, neither the Company nor any Company Subsidiary is subject to United States trade sanctions or has participated directly or indirectly in any illegal transaction that involves any commodity, software, technical data, products or services with a Person that is (i) located in, organized under the laws of, or the government of a country that is subject to comprehensive United States trade sanctions, or owned or controlled by any such Person, or (ii) denied United States export privileges or otherwise specially designated or debarred by the government of the United Statesrespectively.
Appears in 1 contract
Samples: Merger Agreement (Outerwall Inc)
Permits; Compliance with Law. (a) Except for the authorizationsas would not have a Company Material Adverse Effect, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject (i) each of Section 4.14, which are addressed solely in that Section, the Company and each Company Subsidiary its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permitseasements, variances, exceptions, consents, certificates, approvals, variances, exemptions, orders, franchises, certifications approvals and clearances other permits of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, (“Permits”) necessary for the Company and each Company Subsidiary it to own, lease and, to the extent applicable, and operate its properties and assets or to carry on its respective business substantially as it is now being conducted as of the date hereof (collectively, the “Company Permits”), ) and (ii) all such Company Permits are valid and in full force and effect. Except as would not have a Company Material Adverse Effect, except where as of the failure to be in possession ofdate of this Agreement, no suspension or the failure to be valid or in full force and effect of, cancellation of any of the Company PermitsPermits is pending or threatened in writing.
(b) Except as would not have a Company Material Adverse Effect, since September 30, 2009, the Company and its Subsidiaries have been in compliance with all Laws applicable to their business or operations and have not received any written notice of any violations of such Laws. Since September 30, 2009, neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any Permit will be terminated or modified, is threatened with suspension, or will not be renewed in the ordinary course of business consistent with past practice, except as would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim or notice nor has any Knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.
(b) Neither the Company nor any Company Subsidiary is or has, since January 1, 2013, been in conflict with, or in default or violation of (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound (except for Laws addressed in Section 4.10, Section 4.11, Section 4.14, Section 4.15 or Section 4.17, which are the subject of the representations and warranties made therein), or (ii) any Company Permits (except for the Company Permits addressed in Section 4.14, which are the subject of the representations and warranties made therein), except in each case for any such conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have constitute a Company Material Adverse Effect.
(c) Since January 1, 2013, none of the Company, any Company Subsidiary or, to the Knowledge of the Company, any of their respective officers or employees, directly or indirectly, has (i) No representation is made or received any payments in violation of any Law (including the U.S. Foreign Corrupt Practices Act), including any contribution, payment, commission, rebate, promotional allowance or gift of funds or property or any other economic benefit to or from any employee, official or agent of any Governmental Authority where either the contribution, payment, commission, rebate, promotional allowance, gift or other economic benefit, or the purpose thereof, was illegal under any Law (including the U.S. Foreign Corrupt Practices Act) (any such payment, a “Prohibited Payment”); (ii) provided or received any product or services in violation of any Law (including the U.S. Foreign Corrupt Practices Act); or (iii) been subject to any investigation by any Governmental Authority with regard to any Prohibited Payment.
(d) Each of the Company and the Company Subsidiaries has conducted its business in all material respects in accordance with applicable provisions of the United States’ economic sanctions and export control laws and regulations, including, without limitation, the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Act, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Export Administration Regulations, and regulations administered by the Office of Foreign Assets Control (31 CFR Part V), and other applicable export laws of the countries where it conducts business. Without limiting the foregoing, during the past five (5) years:
(i) each of the Company and the Company Subsidiaries has obtained all material export licenses, registrations, approvals, and other authorizations required for its exports of products, software and technology from the United States and reexports of products, software and technology subject to the laws of the United States;
(ii) each of the Company and the Company Subsidiaries is and at all times has been in compliance in all material respects with the terms of such applicable export licenses, registrations, approvals, and other authorizations;
(iii) none of the Company and the Company Subsidiaries has received any written communication alleging that it is not or may not be in compliance with, or has, or may have any, liability under any such applicable export licenses, registrations, approvals, and other authorizations;
(iv) there are no pending or, to the Company’s Knowledge, threatened claims or Actions against or involving the Company or any of the Company Subsidiaries this Section 3.24 with respect to such export licensesSEC reports, registrationsfinancial statements and internal controls, approvalsemployee benefits, labor, Tax or environmental matters, which matters are addressed in Section 3.10, Section 3.11, Section 3.16, Section 3.17, Section 3.18 and other authorizations;
(v) there are no actionsSection 3.19, conditions or circumstances pertaining to the Company’s or any Company Subsidiary’s export transactions that would reasonably be expected to give rise to any material future claims involving a Governmental Authority;
(vi) to the Company’s Knowledge, neither the Company nor any Company Subsidiary is subject to United States trade sanctions or has participated directly or indirectly in any illegal transaction that involves any commodity, software, technical data, products or services with a Person that is (i) located in, organized under the laws of, or the government of a country that is subject to comprehensive United States trade sanctions, or owned or controlled by any such Person, or (ii) denied United States export privileges or otherwise specially designated or debarred by the government of the United Statesrespectively.
Appears in 1 contract
Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications Environmental Permits and clearances that are the subject of Section 4.14Property Permits, which are addressed solely in that SectionSection 3.13 and Section 3.14, the Company and respectively, each Company IPT Holdco Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company lawful conduct of their respective businesses (such permits, excluding Environmental Permits and each Company Subsidiary to ownProperty Permits, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the such Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim or notice nor has any Knowledge indicating that the Company or any Company Each IPT Holdco Subsidiary is currently not in compliance with the terms of any such the Company Permits, except where the failure to so comply does not have and would not reasonably be in compliance with the terms of any such Company Permitsexpected to have, individually or in the aggregate, have not had and a Company Material Adverse Effect. Except as, individually or in the aggregate, would not be reasonably be expected to have a Company Material Adverse Effect, no IPT Holdco Subsidiary has received any written notice nor has any Knowledge indicating that it currently is not in compliance in any material respect with the terms of any Company Permit.
(b) Neither the Company nor any Company No IPT Holdco Subsidiary is or has, since January 1, 2013, has been in conflict with, or in default or violation of (i) any Law applicable to the Company or any Company Subsidiary it or by which any property or asset of the Company or any Company Subsidiary it is bound (except for Laws addressed in Section 4.103.10, Section 4.113.12, Section 4.143.13, Section 4.15 or Section 4.17, 3.14 which are the subject of the representations and warranties made thereinsolely addressed in those Sections), or (ii) any Company Permits Permits, except, in the case of clauses (except for the Company Permits addressed in Section 4.14, which are the subject of the representations i) and warranties made therein(ii), except in each case for any such conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.
(c) Since January 1, 2013, none of the Company, any Company Subsidiary or, to the Knowledge of the Company, any of their respective officers or employees, directly or indirectly, has (i) made or received any payments in violation of any Law (including the U.S. Foreign Corrupt Practices Act), including any contribution, payment, commission, rebate, promotional allowance or gift of funds or property or any other economic benefit to or from any employee, official or agent of any Governmental Authority where either the contribution, payment, commission, rebate, promotional allowance, gift or other economic benefit, or the purpose thereof, was illegal under any Law (including the U.S. Foreign Corrupt Practices Act) (any such payment, a “Prohibited Payment”); (ii) provided or received any product or services in violation of any Law (including the U.S. Foreign Corrupt Practices Act); or (iii) been subject to any investigation by any Governmental Authority with regard to any Prohibited Payment.
(d) Each of the Company and the Company Subsidiaries has conducted its business in all material respects in accordance with applicable provisions of the United States’ economic sanctions and export control laws and regulations, including, without limitation, the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Act, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Export Administration Regulations, and regulations administered by the Office of Foreign Assets Control (31 CFR Part V), and other applicable export laws of the countries where it conducts business. Without limiting the foregoing, during the past five (5) years:
(i) each of the Company and the Company Subsidiaries has obtained all material export licenses, registrations, approvals, and other authorizations required for its exports of products, software and technology from the United States and reexports of products, software and technology subject to the laws of the United States;
(ii) each of the Company and the Company Subsidiaries is and at all times has been in compliance in all material respects with the terms of such applicable export licenses, registrations, approvals, and other authorizations;
(iii) none of the Company and the Company Subsidiaries has received any written communication alleging that it is not or may not be in compliance with, or has, or may have any, liability under any such applicable export licenses, registrations, approvals, and other authorizations;
(iv) there are no pending or, to the Company’s Knowledge, threatened claims or Actions against or involving the Company or any of the Company Subsidiaries with respect to such export licenses, registrations, approvals, and other authorizations;
(v) there are no actions, conditions or circumstances pertaining to the Company’s or any Company Subsidiary’s export transactions that would reasonably be expected to give rise to any material future claims involving a Governmental Authority;
(vi) to the Company’s Knowledge, neither the Company nor any Company Subsidiary is subject to United States trade sanctions or has participated directly or indirectly in any illegal transaction that involves any commodity, software, technical data, products or services with a Person that is (i) located in, organized under the laws of, or the government of a country that is subject to comprehensive United States trade sanctions, or owned or controlled by any such Person, or (ii) denied United States export privileges or otherwise specially designated or debarred by the government of the United States.
Appears in 1 contract
Samples: Interest Purchase Agreement (Industrial Property Trust)
Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14, which are addressed solely in that Section, the Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim or notice nor has any Knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.
(b) Neither the Company nor any Company Subsidiary is or has, since January 1, 2013, been in conflict with, or in default or violation of (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound (except for Laws addressed in Section 4.10, Section 4.11, Section 4.14, Section 4.15 or Section 4.17, which are the subject of the representations and warranties made therein), or (ii) any Company Permits (except for the Company Permits addressed in Section 4.14, which are the subject of the representations and warranties made therein), except in each case for any such conflicts, defaults or violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.
(c) Since January 1, 2013, none of the Company, any Company Subsidiary or, to the Knowledge of the Company, any of their respective officers or employees, directly or indirectly, has (i) made or received any payments in violation of any Law (including the U.S. Foreign Corrupt Practices Act), including any contribution, payment, commission, rebate, promotional allowance or gift of funds or property or any other economic benefit to or from any employee, official or agent of any Governmental Authority where either the contribution, payment, commission, rebate, promotional allowance, gift or other economic benefit, or the purpose thereof, was illegal under any Law (including the U.S. Foreign Corrupt Practices Act) (any such payment, a “Prohibited Payment”); (ii) provided or received any product or services in violation of any Law (including the U.S. Foreign Corrupt Practices Act); or (iii) been subject to any investigation by any Governmental Authority with regard to any Prohibited Payment.
(d) Each of the Company and the Company Subsidiaries has conducted its business in all material respects in accordance with applicable provisions of the United States’ economic sanctions and export control laws and regulations, including, without limitation, the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Act, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Export Administration Regulations, and regulations administered by the Office of Foreign Assets Control (31 CFR Part V), and other applicable export laws of the countries where it conducts business. Without limiting the foregoing, during the past five (5) years:
(i) each of the Company and the Company its Subsidiaries has obtained is in possession of all material export franchises, grants, authorizations, licenses, registrationseasements, approvalsvariances, exceptions, consents, certificates, approvals and other authorizations required permits of any Governmental Authority (“Permits”) necessary for it to own, lease and operate its exports of productsproperties and assets or to carry on its business as it is now being conducted (collectively, software and technology from the United States and reexports of products“Company Permits”), software and technology subject to the laws of the United States;
(ii) each of the all such Company Permits are in full force and the Company Subsidiaries is effect and at all times has been in compliance in all material respects with the terms of such applicable export licenses, registrations, approvals, and other authorizations;
(iii) none as of the Company and the Company Subsidiaries has received any written communication alleging that it is not date of this Agreement, no suspension or may not be in compliance with, or has, or may have any, liability under any such applicable export licenses, registrations, approvals, and other authorizations;
(iv) there are no pending or, to the Company’s Knowledge, threatened claims or Actions against or involving the Company or cancellation of any of the Company Permits is pending or threatened in writing.
(b) Except as would not have a Company Material Adverse Effect, the Company and each of its Subsidiaries with respect to such export licenses, registrations, approvalscomply, and other authorizations;
(v) there are no actionshave since March 27, conditions or circumstances pertaining to the Company’s or any Company Subsidiary’s export transactions that would reasonably be expected to give rise to any material future claims involving a Governmental Authority;
(vi) to the Company’s Knowledge2012 complied, neither the Company nor any Company Subsidiary is subject to United States trade sanctions or has participated directly or indirectly in any illegal transaction that involves any commodity, software, technical data, products or services with a Person that is (i) located in, organized under each Law applicable to the laws of, Company or such Subsidiary or by which any of the government of a country that Company Assets is subject to comprehensive United States trade sanctions, or owned or controlled by any such Person, bound or (ii) denied United States export privileges or otherwise specially designated or debarred any Company Permits.
(c) To the Knowledge of the Company, each of the co-manufacturers, contract manufacturers, vendors, suppliers and distributors (collectively, the “Suppliers”) of the products and services sold from time to time by the government Company and its Subsidiaries (the “Products”) is in compliance with all Laws applicable to the manufacturing, sale, lease, storage and delivery of such products, including such Laws that require such co-manufacturers to possess all Permits for the current operation of their business, including the Food and Drug Act, the Federal Trade Commission Act, the Fair Packaging and Labeling Act, the Federal Meat Inspection Act, the Poultry Products Inspection Act, the Safe Drinking Water and Toxic Enforcement Act of 1986 and “Proposition 65” and the Laws of the United StatesFDA, CFIA, USDA, FTC, OSHA and EPA, except, in each case, as would not have a Company Material Adverse Effect. Except for approvals that are not required as of the date of this Agreement, none of the products being manufactured, assembled, sold, leased or delivered by the Company or its Subsidiaries requires any approval of the FDA, CFIA, USDA, FTC, OSHA and EPA or any other Governmental Authority for the purpose for which they are being manufactured, assembled, sold, leased or delivered, as applicable, which has not been obtained.
(d) No representation is made under this Section 3.22 with respect to SEC reports, financial statements and internal controls, employee benefits, labor, Tax, environmental or intellectual property matters, which matters are addressed in Section 3.10, Section 3.11, Section 3.16, Section 3.17, Section 3.18, Section 3.19 and Section 3.20, respectively.
Appears in 1 contract
Samples: Merger Agreement (Annie's, Inc.)
Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14, which are addressed solely in that Section, the Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither be mater to SPAC:
(a) (i) SPAC holds, and at all times since January 14, 2021 has held, all of the Company nor any Company Subsidiary Permits necessary for the lawful conduct of its business and ownership of its properties, right and assets; (ii) each such Permit has received any claim or notice nor been duly obtained and is in full force and effect; (iii) SPAC is, and since January 14, 2021, has any Knowledge indicating that the Company or any Company Subsidiary is currently not been in compliance with the terms all such Permits, and since January 14, 2021, SPAC has not received any written notice of any such Company Permits, except where the failure to be in non-compliance or alleged non-compliance with the terms any applicable Permit; and (iv) to SPAC’s Knowledge, no suspension or cancellation of any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.Permit is threatened by any Governmental Authority;
(b) Neither the Company nor any Company Subsidiary is or has, since January 1, 2013, been in conflict with, or in default or violation of (i) any Law SPAC is, and since January 14, 2021, has been, in material compliance with all applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound (except for Laws addressed in Section 4.10, Section 4.11, Section 4.14, Section 4.15 or Section 4.17, which are the subject of the representations and warranties made therein), or Orders and (ii) since January 14, 2021, neither SPAC nor, to SPAC’s Knowledge, any Company Permits (except for the Company Permits addressed in Section 4.14other Person, which are the subject has received any written notice of the representations and warranties made therein), except in each case for any such conflicts, defaults material non-compliance or violations that, individually alleged non-compliance with any applicable Law or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.Order;
(c) Since since the January 114, 20132021, none of the Company, any Company Subsidiary no Governmental Authority has initiated or, to the Knowledge SPAC’s Knowledge, threatened any Action with respect to the business or operations of the Company, any of their respective officers or employees, directly or indirectly, has (i) made or received any payments in violation of any Law (including the U.S. Foreign Corrupt Practices Act), including any contribution, payment, commission, rebate, promotional allowance or gift of funds or property or any other economic benefit to or from any employee, official or agent of any Governmental Authority where either the contribution, payment, commission, rebate, promotional allowance, gift or other economic benefit, or the purpose thereof, was illegal under any Law (including the U.S. Foreign Corrupt Practices Act) (any such payment, a “Prohibited Payment”); (ii) provided or received any product or services in violation of any Law (including the U.S. Foreign Corrupt Practices Act); or (iii) been subject to any investigation by any Governmental Authority with regard to any Prohibited Payment.SPAC;
(d) Each SPAC and, to SPAC’s Knowledge, any directors or officer acting for or on behalf of the Company and the Company Subsidiaries has conducted its business in all material respects in accordance with applicable provisions of the United States’ economic sanctions and export control laws and regulationsSPAC, including, without limitation, the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Act, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Export Administration Regulationscurrently complies, and regulations administered by the Office of Foreign Assets Control (31 CFR Part V)since January 14, and other applicable export laws of the countries where it conducts business. Without limiting the foregoing2021 has complied, during the past five (5) years:
(i) each of the Company and the Company Subsidiaries has obtained all material export licenses, registrations, approvals, and other authorizations required for its exports of products, software and technology from the United States and reexports of products, software and technology subject to the laws of the United States;
(ii) each of the Company and the Company Subsidiaries is and at all times has been in compliance in all material respects with all applicable Anti-Corruption Laws and Anti-Money Laundering Laws; and
(e) Neither SPAC nor, to SPAC’s Knowledge, any of its directors or officers: (i) is or was a Restricted Person; (ii) conducts or has conducted any business, or engages or has engaged in, making or receiving any contribution of funds, goods or services to or for the terms benefit of such applicable export licenses, registrations, approvals, and other authorizations;
any Restricted Person; (iii) none of the Company and the Company Subsidiaries deals or has received any written communication alleging that it is not or may not be in compliance withdealt in, or hasotherwise engages or has engaged in any transaction related to, any property or may have any, liability under interests in property blocked pursuant to any such applicable export licenses, registrations, approvals, and other authorizations;
Sanctions; (iv) there are no pending orengages or has engaged in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to the Company’s Knowledgeviolate, threatened claims or Actions against or involving the Company or any of the Company Subsidiaries applicable prohibitions set forth in any of the foregoing clauses of this Section 5.8(e); or (v) has received written notice of any Action involving it with respect to such export licenses, registrations, approvals, and other authorizations;
(v) there are no actions, conditions or circumstances pertaining to the Company’s or any Company Subsidiary’s export transactions that would reasonably be expected to give rise to any material future claims involving a Governmental Authority;
(vi) to the Company’s Knowledge, neither the Company nor any Company Subsidiary is subject to United States trade sanctions or has participated directly or indirectly in any illegal transaction that involves any commodity, software, technical data, products or services with a Person that is (i) located in, organized under the laws of, or the government of a country that is subject to comprehensive United States trade sanctions, or owned or controlled by any such Person, or (ii) denied United States export privileges or otherwise specially designated or debarred by the government of the United StatesSanctions.
Appears in 1 contract
Permits; Compliance with Law. (a) Except for the authorizationsThe Company and each Subsidiary have all material franchises, licenses, permitspermits and other governmental and non-governmental authorizations, certificatesregistrations and approvals (collectively, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14, which are addressed solely in that Section, “Permits”) necessary to enable the Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially the Business as it is being currently conducted as by it, which are set forth on Schedule 2.20 of the date hereof (the “Company Permits”), and all Disclosure Schedules. All such Company Permits are valid and in full force and effect, except where there has been no material default or breach thereunder, and there is no pending or, to the failure to knowledge of the Company, threatened proceeding under which any Permit may be in possession ofrevoked, terminated or suspended. The execution and delivery of this Agreement and the failure to be valid other Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, will not adversely affect or in full force and effect of, any otherwise impair the ability of the Company and each Subsidiary fully to enjoy the benefits of any of Permits. During the past three (3) years, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither none of the Company and each Subsidiary, nor any Company Subsidiary has received any claim or notice the conduct of the Business nor has any Knowledge indicating that the products sold in connection therewith, have violated, nor have the Company or any Company Subsidiary is currently not received written notice that the Company, any Subsidiary, the conduct of the Business or the products sold in compliance with the terms connection therewith are alleged to have violated, any law, rule, regulation, judgment, stipulation, injunction, decree, determination, award or other order of any such Governmental Body, binding upon the Company Permits, except where the failure to be in compliance with the terms of or any such Company Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse EffectSubsidiary.
(b) Neither Without limiting the Company nor any Company Subsidiary is or hasgenerality of the foregoing, since January 1, 2013, been in conflict with, or in default or violation of during the past three (3) years (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset none of the Company or any Company Subsidiary is bound (except for Subsidiary, nor, to the Company’s knowledge, any of their respective directors, officers, agents or Affiliates, have been in violation of any Anti-Corruption Laws addressed in Section 4.10, Section 4.11, Section 4.14, Section 4.15 or Section 4.17, which are the subject of the representations any Export Control Laws; and warranties made therein), or (ii) neither (A) the Company, any Company Permits (except for of its Subsidiaries, nor. to the Company's knowledge. any employee, officer, or director of the Company Permits addressed in Section 4.14or any of its Subsidiaries nor (B) to the Company's knowledge, which are the subject any representative of any of the representations foregoing, (1) is currently or has been the target of trade sanctions (including by being designated on the list of Specially Designated Nationals and warranties made thereinBlocked Persons or on any other sanctions list maintained by the U.S. Department of Treasury's Office of Foreign Assets Control (“OFAC”), except the U.S. Department of State, the United Nations Security Council, the European Union or Her Majesty's Treasury); or (2) has, directly or, to the knowledge of the Company, indirectly, participated in each case for any such conflictsprohibited or unlawful transaction or dealing involving a person or entity that is the target of U.S., defaults U.K. or violations thatEU trade sanctions, individually or with any person or entity operating, organized, or resident in a country or territory that is the aggregatetarget of U.S., have not had and would not reasonably be expected to have a Company Material Adverse EffectU.K. or EU trade sanctions.
(c) Since January 1, 2013, none None of the CompanyCompany and each Subsidiary, any Company Subsidiary or, to the Knowledge of the Company, nor any of their respective officers or directors, officers, employees, directly or indirectlyagents nor Affiliates, has been, in the past three (i3) made or received any payments in violation years, the subject of any Law (including the U.S. Foreign Corrupt Practices Act)investigations, including any contributionreviews, payment, commission, rebate, promotional allowance or gift of funds or property or any other economic benefit to or from any employee, official or agent of any Governmental Authority where either the contribution, payment, commission, rebate, promotional allowance, gift or other economic benefitaudits, or inquiries by a Governmental Body related to Anti-Corruption Laws or Export Control Laws, and, to the purpose thereofCompany’s knowledge, was illegal under any Law (including the U.S. Foreign Corrupt Practices Act) (any such paymentno investigation review, a “Prohibited Payment”); (ii) provided audit, or received any product or services in violation of any Law (including the U.S. Foreign Corrupt Practices Act); or (iii) been subject to any investigation inquiry by any Governmental Authority Body with regard respect to any Prohibited PaymentAnti-Corruption Laws or Export Control Laws is pending or threatened.
(d) Each For purposes hereof: (i) “Anti-Corruption Laws” shall mean the Foreign Corrupt Practices Act of 1977, as amended, and all other applicable anti-corruption or anti-bribery laws or regulations (governmental or commercial); and (ii) "Export Control Laws" means all laws and regulations related to the Company and the Company Subsidiaries has conducted its business in all material respects in accordance with applicable provisions regulation of imports, exports, re-exports, transfers, releases, shipments, transmissions or any other provision or receipt of goods, technology, software or services, including (a) the United States’ economic sanctions and export control laws and regulations, including, without limitation, the Arms Export Control Act, the States International Traffic in Arms Regulations, Regulations administered by the United States State Department's Directorate of Defense Trade Controls; (b) the Export Administration Act, Regulations administered by the International Emergency Economic Powers Act, United States Commerce Department (including the Trading with the Enemy Act, the Export Administration Regulations, and antiboycott regulations administered by the Office of Foreign Assets Control Antiboycott Compliance); (31 CFR Part V), and other applicable c) nuclear export laws of the countries where it conducts business. Without limiting the foregoing, during the past five (5) years:
(i) each of the Company and the Company Subsidiaries has obtained all material export licenses, registrations, approvals, and other authorizations required for its exports of products, software and technology from regulations administered by the United States Nuclear Regulatory Commission and reexports of products, software and technology subject to the laws of the United States;
States Department of Energy; (iid) each of the Company and the Company Subsidiaries is and at all times has been in compliance in all material respects with the terms of such applicable export licenses, registrations, approvals, and other authorizations;
(iii) none of the Company and the Company Subsidiaries has received any written communication alleging that it is not or may not be in compliance with, or has, or may have any, liability under any such applicable export licenses, registrations, approvals, and other authorizations;
(iv) there are no pending or, to the Company’s Knowledge, threatened claims or Actions against or involving the Company or any of the Company Subsidiaries with respect to such export licenses, registrations, approvals, and other authorizations;
(v) there are no actions, conditions or circumstances pertaining to the Company’s or any Company Subsidiary’s export transactions that would reasonably be expected to give rise to any material future claims involving a Governmental Authority;
(vi) to the Company’s Knowledge, neither the Company nor any Company Subsidiary is subject to United States trade sanctions or has participated directly or indirectly in any illegal transaction that involves any commodity, software, technical data, products or services with a Person that is (i) located in, organized under customs regulations administered by the laws of, or the government of a country that is subject to comprehensive United States trade sanctionsCustoms and Border Protection; (e) the EU Dual-Use Regulation, or owned or controlled by any such Person, or Council Regulation (iiEC) denied United States No 428/2009 (and associated amendments); and (f) all other applicable import and export privileges or otherwise specially designated or debarred by controls in the government of countries in which the United Statesparty conducts business.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Renovare Environmental, Inc.)
Permits; Compliance with Law. (a) Except for the authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances that are the subject of Section 4.14, which are addressed solely in that Section, the Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals, variances, exemptions, orders, franchises, certifications and clearances of any Governmental Authority and accreditation and certification agencies, bodies or other organizations, including building permits and certificates of occupancy, necessary for the Company and each Company Subsidiary to own, lease and, to the extent applicable, operate its properties or to carry on its respective business substantially as it is being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid and in full force and effect, except where the failure to be in possession of, or the failure to be valid or in full force and effect of, any of the Company Permits, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received any claim or notice nor has any Knowledge indicating that the Company or any Company Subsidiary is currently not in compliance with the terms of any such Company Permits, except where the failure to be in compliance with the terms of any such Company Permitshave, individually or in the aggregate, have a Company Material Adverse Effect, (i) each of the Company and its Subsidiaries is in possession of all licenses, registrations and other permits of any Governmental Authority (“Permits”) necessary for it to own, lease and operate its properties and assets or to carry on its business as it is now being conducted (collectively, the “Company Permits”) and (ii) all such Company Permits are in full force and effect. Except as has not had and would not reasonably be expected to have a Company Material Adverse Effect.
(b) Neither the Company nor any Company Subsidiary is or has, since January 1, 2013, been in conflict with, or in default or violation of (i) any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company or any Company Subsidiary is bound (except for Laws addressed in Section 4.10, Section 4.11, Section 4.14, Section 4.15 or Section 4.17, which are the subject of the representations and warranties made therein), or (ii) any Company Permits (except for the Company Permits addressed in Section 4.14, which are the subject of the representations and warranties made therein), except in each case for any such conflicts, defaults or violations thathave, individually or in the aggregate, have a Company Material Adverse Effect, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or threatened in writing.
(b) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, since January 1, 2017, the Company and its Subsidiaries have been in compliance with all Laws applicable to their business or operations and have not received any written notice of any violations of such Laws. Since January 1, 2017 until the date hereof, neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any Permit will be terminated or materially modified or, to the Knowledge of the Company, is threatened with suspension or will not be renewed in the ordinary course of business consistent with past practice, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(c) Since January 1, 2013, none of the Company, any Company Subsidiary or, to the Knowledge of the Company, any of their respective officers or employees, directly or indirectly, has (i) No representation is made or received any payments in violation of any Law (including the U.S. Foreign Corrupt Practices Act), including any contribution, payment, commission, rebate, promotional allowance or gift of funds or property or any other economic benefit to or from any employee, official or agent of any Governmental Authority where either the contribution, payment, commission, rebate, promotional allowance, gift or other economic benefit, or the purpose thereof, was illegal under any Law (including the U.S. Foreign Corrupt Practices Act) (any such payment, a “Prohibited Payment”); (ii) provided or received any product or services in violation of any Law (including the U.S. Foreign Corrupt Practices Act); or (iii) been subject to any investigation by any Governmental Authority with regard to any Prohibited Payment.
(d) Each of the Company and the Company Subsidiaries has conducted its business in all material respects in accordance with applicable provisions of the United States’ economic sanctions and export control laws and regulations, including, without limitation, the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Act, the International Emergency Economic Powers Act, the Trading with the Enemy Act, the Export Administration Regulations, and regulations administered by the Office of Foreign Assets Control (31 CFR Part V), and other applicable export laws of the countries where it conducts business. Without limiting the foregoing, during the past five (5) years:
(i) each of the Company and the Company Subsidiaries has obtained all material export licenses, registrations, approvals, and other authorizations required for its exports of products, software and technology from the United States and reexports of products, software and technology subject to the laws of the United States;
(ii) each of the Company and the Company Subsidiaries is and at all times has been in compliance in all material respects with the terms of such applicable export licenses, registrations, approvals, and other authorizations;
(iii) none of the Company and the Company Subsidiaries has received any written communication alleging that it is not or may not be in compliance with, or has, or may have any, liability under any such applicable export licenses, registrations, approvals, and other authorizations;
(iv) there are no pending or, to the Company’s Knowledge, threatened claims or Actions against or involving the Company or any of the Company Subsidiaries this Section 3.22 with respect to such export licensesSEC reports, registrationsfinancial statements and internal controls, approvalsemployee benefits, labor, Tax, environmental or intellectual property matters, which matters are addressed in Section 3.10, Section 3.11, Section 3.16, Section 3.17, Section 3.18, Section 3.19 and other authorizations;
(v) there are no actionsSection 3.20, conditions or circumstances pertaining to the Company’s or any Company Subsidiary’s export transactions that would reasonably be expected to give rise to any material future claims involving a Governmental Authority;
(vi) to the Company’s Knowledge, neither the Company nor any Company Subsidiary is subject to United States trade sanctions or has participated directly or indirectly in any illegal transaction that involves any commodity, software, technical data, products or services with a Person that is (i) located in, organized under the laws of, or the government of a country that is subject to comprehensive United States trade sanctions, or owned or controlled by any such Person, or (ii) denied United States export privileges or otherwise specially designated or debarred by the government of the United Statesrespectively.
Appears in 1 contract
Samples: Merger Agreement (Stein Mart Inc)
