Permits; Compliance with Laws. Except as set forth on Schedule 4.11(a), the Company has at all times been in compliance in all material respects with all applicable Laws and Orders, and the Company possesses and the Company is and has at all times been in compliance in all material respects with, all licenses, permits, registrations, certificates of occupancy, approvals, authorizations, qualifications, consents and certificates from any Governmental Authority which are required under applicable Law with respect to the operation of its business as currently conducted (collectively, “Permits”). Each Permit is listed on Schedule 4.11(b). Except as set forth on Schedule 4.11(c), in the past three (3) years, neither the Company nor the Sellers have received any written notice from any Person alleging any noncompliance with any applicable Law, Order or Permit by the Company. Each Permit is valid and in full force and effect, and none of the Permits will lapse, terminate, expire or otherwise be impaired (as they relate to the right or authorization of the Company) as a result of the consummation of the transactions contemplated herein. Neither the Company, Sellers, nor, To Sellers’ Knowledge, any of their respective directors, officers, executives, representatives, agents or employees, (a) has used or is currenlty using any Company funds for any illegal contributions, gifts, entertainment or other unlawful expenses relating to political activity, (b) has used or is currently using any Company funds for any direct or indirect unlawful payments to any foreign or domestic government officials or employees applicable to Sellers or the Company, (c) has violated or is violating any provision of the United States Foreign Corrupt Practices Act of 1977, as amended or any similar law under any jurisdiction, (d) has established or maintained, or is maintaining, any unlawful fund of Company monies or other properties, (e) has made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment of any nature or (f) has violated any anti-boycott provisions of any applicable Law or other applicable Law relating to exports and embargos.
Appears in 2 contracts
Samples: Share Purchase Agreement, Share Purchase Agreement (Hickok Inc)
Permits; Compliance with Laws. Except (a) Section 4.9(a) of the Seller Disclosure Letter sets forth a list of all material permits, registrations, findings of suitability, licenses, variances, exemptions, certificates of occupancy, orders and approvals of all Governmental Entities (including authorizations under Gaming Laws) necessary to conduct the business and operations at the Property as set forth on Schedule 4.11(acurrently conducted by Seller (the “Seller Permits”), each of which is in full force and effect as of the Company date of this Agreement.
(b) To Seller’s knowledge, each of Seller’s directors, officers and employees hold all material permits, registrations, findings of suitability, licenses, variances, exemptions, orders and approvals of all Governmental Entities (including authorizations under Gaming Laws) necessary for their conduct of the business and operations conducted at the Property as currently conducted by Seller, each of which is in full force and effect, and there has occurred no material default, revocation or suspension under any such permits, registrations, findings of suitability, licenses, variances, exemptions, orders and approvals of any Governmental Entities.
(c) The business conducted by Seller at all times been the Property is being conducted in compliance in all material respects with all applicable Laws and Orders, and the Company possesses and the Company is and has at all times been in compliance in all material respects with, all licenses, permits, registrations, certificates of occupancy, approvals, authorizations, qualifications, consents and certificates from any Governmental Authority which are required under applicable Law with respect to the operation of its business as currently conducted Entity (collectively, “Permits”). Each Permit is listed on Schedule 4.11(bincluding any Gaming Laws). Except as set forth on Schedule 4.11(c)in Section 4.9(c) of the Seller Disclosure Letter, Seller has not received a written notice of or been charged with any material violation of any Laws in connection with the business conducted by Seller at the Property within the past three (3) years. Except as set forth in Section 4.9(c) of the Seller Disclosure Letter, neither Seller nor any of its Affiliates has received a written notice of any investigation or review by any Governmental Entity with respect to Seller or the Property within the past three (3) years, neither the Company nor the Sellers have received any written notice from any Person alleging any noncompliance with any applicable Lawand, Order or Permit by the Company. Each Permit is valid and in full force and effect, and none of the Permits will lapse, terminate, expire or otherwise be impaired (as they relate to the right knowledge of Seller, no Governmental Entity has indicated any intention to conduct any such investigation or authorization review (other than any routine review in the Ordinary Course of Business) within the Companypast three (3) as a result years. Notwithstanding anything contained in this Section 4.9, the representations contained in this Section 4.9 do not concern intellectual property matters, environmental matters, labor matters, employee benefits or Taxes, all of which are the consummation subject of the transactions contemplated herein. Neither the Companyrepresentations in Sections 4.5, Sellers4.8, nor4.10, To Sellers’ Knowledge4.11 and 4.15, any of their respective directors, officers, executives, representatives, agents or employees, (a) has used or is currenlty using any Company funds for any illegal contributions, gifts, entertainment or other unlawful expenses relating to political activity, (b) has used or is currently using any Company funds for any direct or indirect unlawful payments to any foreign or domestic government officials or employees applicable to Sellers or the Company, (c) has violated or is violating any provision of the United States Foreign Corrupt Practices Act of 1977, as amended or any similar law under any jurisdiction, (d) has established or maintained, or is maintaining, any unlawful fund of Company monies or other properties, (e) has made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment of any nature or (f) has violated any anti-boycott provisions of any applicable Law or other applicable Law relating to exports and embargosrespectively.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Isle of Capri Casinos Inc), Option Agreement (Isle of Capri Casinos Inc)
Permits; Compliance with Laws. Except as set forth on Schedule 4.11(a)(a) Each Seller (with respect to the Business) is, the Company and has at all times been since January 1, 2022, in compliance in all material respects with all applicable Laws and or Orders, and the Company possesses and the Company is and has at all times been in compliance in all material respects with, applicable to such Seller. Each Seller holds all licenses, permits, registrationsHealthcare Permits, certificates certificates, approvals and authorizations from Governmental Bodies necessary for the lawful conduct of occupancy, approvals, authorizations, qualifications, consents and certificates from any Governmental Authority which are required under applicable Law with respect to the operation of its business as currently conducted Business (collectively, “Permits”). Each Except as would not, individually or in the aggregate, reasonably be expected to be material to the Business, (i) each Healthcare Permit is listed on Schedule 4.11(b). Except as set forth on Schedule 4.11(c)valid, in the past three (3) years, neither the Company nor the Sellers have received any written notice from any Person alleging any noncompliance with any applicable Law, Order or Permit by the Company. Each Permit is valid subsisting and in full force and effecteffect and (ii) the Business as currently conducted is not in violation of, and none nor are the Sellers in default or violation under, any Healthcare Permit.
(b) To the Knowledge of the Permits will lapseSellers since January 1, terminate2022, expire no event has occurred which, with notice or otherwise be impaired (as they relate the lapse of time or both, would constitute a default or violation of any material terms, condition or provision of any Healthcare Permits. There are no actions pending or, to the right or authorization Knowledge of the Company) as a result Sellers, threatened, that seek the revocation, cancellation or adverse modification of any Healthcare Permit. To the Knowledge of the consummation Sellers, each director, officer, employee, agent and independent contractor of the transactions contemplated herein. Neither Sellers possesses all Permits necessary for the Company, Sellers, nor, To Sellers’ Knowledge, any lawful conduct of his or her duties and obligations in the operation of the Business.
(c) Each Seller and each of their respective directors, officersofficers and employees acting in such capacity and, executivesto the Knowledge of Sellers, representativeseach of its and their other agents acting on its or their behalf, agents or employeesis, (a) and has used or is currenlty using any Company funds for any illegal contributionsbeen since January 1, gifts2022, entertainment or other unlawful expenses relating to political activity, (b) has used or is currently using any Company funds for any direct or indirect unlawful payments to any foreign or domestic government officials or employees applicable to Sellers or in compliance in all material respects with the Company, (c) has violated or is violating any provision of the United States Foreign Corrupt Practices Act of 1977, as amended or 1977 and any similar law under any jurisdiction, rules and regulations promulgated thereunder.
(d) has established or maintainedSince January 1, or is maintaining2022, none of the Sellers, nor to the Knowledge of Sellers, any unlawful fund Affiliate of Company monies Sellers, has received written notice from any Governmental Body claiming or other properties, (e) has made alleging that any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment of any nature or (f) has violated any anti-boycott provisions of the Sellers are not in compliance with any applicable Law or other Order applicable Law relating to exports any of them, or the operation of their respective businesses, in any material respect, in each case except as would not, individually or in the aggregate, reasonably be expected to be material to the Business, the Acquired Assets and embargosthe Assumed Liabilities, taken as a whole.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Rite Aid Corp), Asset Purchase Agreement (Rite Aid Corp)
Permits; Compliance with Laws. (a) Except as set forth on Schedule 4.11(a)with respect to ERISA, Taxes, and environmental Liabilities, which are the subject of Sections 4.12, 4.14 and 4.15, respectively, the Company has at all times been and its Subsidiaries are in compliance in all material respects with all applicable Laws and Orders, and the Company possesses and the Company is and has at all times been in compliance in all material respects with, all licenses, permits, registrations, certificates of occupancy, approvals, authorizations, qualifications, consents and certificates from any Governmental Authority which are required under Body applicable Law to their respective businesses or operations. Except with respect to the operation immaterial violations of its business as currently conducted (collectively, “Permits”). Each Permit is listed on Schedule 4.11(b). Except as set forth on Schedule 4.11(c), in the past three (3) yearsany Laws, neither the Company nor any of its Subsidiaries has, during the Sellers have three-year period immediately preceding the date of this Agreement, received any written notice of, has Knowledge of or has been charged with, the violation of any Laws.
(b) Each of the Company and its Subsidiaries is in possession of all authorizations, licenses, consents, certificates, registrations, approvals and other permits of any Governmental Entity (“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”), except where the absence of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and all such Company Permits are in full force and effect. Neither the Company nor any of its Subsidiaries is in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation or give to others any right of revocation, non-renewal, adverse modification or cancellation, with or without notice or lapse of time or both) of any term, condition or provision of any Permit to which it is a party, except where such default or violation would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(c) The Company is the authorized legal holder or otherwise has rights to all Permits required by the Federal Communications Commission (the “FCC”), any State PUC or any other Governmental Entity that regulates telecommunications in each jurisdiction in which the Company is operating (collectively, “Communications Licenses”), and the Communications Licenses constitute all of the licenses from the FCC, the State PUCs or any Person alleging any noncompliance with any applicable Law, Order other Governmental Entity that regulates telecommunications in each such jurisdiction that are necessary or Permit required for or used in the operation of the business as presently conducted by the Company, other than (i) such licenses the absence of which would not result in a Company Material Adverse Affect or (ii) such licenses from any municipal franchising authority or similar Governmental Entity, the absence of which would not result in any fines, penalties, or other losses in excess of $5,000 individually or $50,000 in the aggregate and which are obtained in the ordinary course of business. Each Permit is All the Communications Licenses were duly obtained and are valid and in full force and effect, and none not subject to any material condition, except those conditions that may be contained within the terms of such Communications Licenses or related Laws. No action by or before the Permits will lapseFCC, terminateany State PUC or any other Governmental Entity that regulates telecommunications in each applicable jurisdiction is pending or, expire or otherwise be impaired (as they relate to the right or authorization Knowledge of the Company, threatened, in which the requested remedy is (i) as a result the revocation, suspension, cancellation, rescission or modification or refusal to renew any Communications Licenses, or (ii) material fines and/or forfeitures. The Universal Service Administrative Company has not initiated any inquiries, audits or other proceedings against the Company and, to the Knowledge of the consummation of the transactions contemplated herein. Neither the Company, Sellersno such actions are threatened which, norin each case, To Sellers’ Knowledgewould result in fines, any of their respective directors, officers, executives, representatives, agents or employees, (a) has used or is currenlty using any Company funds for any illegal contributions, gifts, entertainment penalties or other unlawful expenses relating losses in excess of $5,000 individually or $50,000 in the aggregate, if not cured or otherwise responded to political activity, (b) has used or is currently using any Company funds for any direct or indirect unlawful payments to any foreign or domestic government officials or employees applicable to Sellers or in the Company, (c) has violated or is violating any provision ordinary course of the United States Foreign Corrupt Practices Act of 1977, as amended or any similar law under any jurisdiction, (d) has established or maintained, or is maintaining, any unlawful fund of Company monies or other properties, (e) has made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment of any nature or (f) has violated any anti-boycott provisions of any applicable Law or other applicable Law relating to exports and embargosbusiness.
Appears in 2 contracts
Samples: Merger Agreement (American Fiber Systems, Inc.), Merger Agreement (Fibernet Telecom Group Inc\)
Permits; Compliance with Laws. Except The Company and its Subsidiaries have in effect all certificates, permits, licenses, franchises, approvals, concessions, qualifications, registrations, certifications and similar authorizations from any Governmental Entity (collectively, “Permits”) that are necessary for them to own, lease or operate their properties and assets and to carry on their businesses in all respects as set forth on Schedule 4.11(a)currently conducted, except where the failure to have such Permits individually or in the aggregate has not had and would not reasonably be expected to have a Material Adverse Effect. Section 3.01(j) of the Company Letter sets forth, as of the date of this Agreement, a complete and correct list of the Permits that are material, individually or in the aggregate, to the Company and its Subsidiaries. Each of the Company and its Subsidiaries is, and since January 1, 2008 has at all times been been, in compliance in all material respects with all applicable Laws and OrdersJudgments, and, to the knowledge of the Company, no condition or state of facts exists that would reasonably be expected to give rise to a violation of, or a liability or default under, any such applicable Law or Judgment, except for failures to be in compliance or violations, liabilities or defaults that individually or in the aggregate have not had and would not reasonably be expected to have a Material Adverse Effect. The execution and delivery of this Agreement by the Company does not, and the Company possesses consummation of the Merger and the other transactions contemplated by this Agreement and compliance with the terms hereof would not reasonably be expected to, cause the revocation or cancelation of any material Permit. Neither the Company is and nor any of its Subsidiaries has at all times been in compliance in all material respects with, all licenses, permits, registrations, certificates of occupancy, approvals, authorizations, qualifications, consents and certificates from received any notice that any investigation or review by any Governmental Authority which are required under applicable Law Entity is pending with respect to the operation Company or any of its business as currently conducted (collectively, “Permits”). Each Permit is listed on Schedule 4.11(b). Except as set forth on Schedule 4.11(c), in Subsidiaries or any of the past three (3) years, neither assets or operations of the Company nor the Sellers have received any written notice from any Person alleging any noncompliance with any applicable Law, Order or Permit by the Company. Each Permit is valid and in full force and effect, and none of the Permits will lapse, terminate, expire or otherwise be impaired (as they relate to the right or authorization of the Company) as a result of the consummation of the transactions contemplated herein. Neither the Company, Sellers, nor, To Sellers’ Knowledge, any of their respective directors, officers, executives, representatives, agents its Subsidiaries or employees, (a) has used that any such investigation or review is currenlty using any Company funds for any illegal contributions, gifts, entertainment or other unlawful expenses relating to political activity, (b) has used or is currently using any Company funds for any direct or indirect unlawful payments to any foreign or domestic government officials or employees applicable to Sellers or the Company, (c) has violated or is violating any provision of the United States Foreign Corrupt Practices Act of 1977, as amended or any similar law under any jurisdiction, (d) has established or maintained, or is maintaining, any unlawful fund of Company monies or other properties, (e) has made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment of any nature or (f) has violated any anti-boycott provisions of any applicable Law or other applicable Law relating to exports and embargoscontemplated.
Appears in 2 contracts
Samples: Merger Agreement (Qualcomm Inc/De), Merger Agreement (Atheros Communications Inc)
Permits; Compliance with Laws. Except as set forth on Schedule 4.11(a), (a) Each of the Company and its Subsidiaries holds and is (and has at all times been during the past three years) in compliance compliance, in all material respects respects, with all applicable Laws and Orderspermits, and the Company possesses and the Company is and has at all times been in compliance in all material respects withcertificates, all licenses, permitsapprovals, registrations, certificates waivers, exemptions and other authorizations that are material to the Company or any of occupancyits Subsidiaries and required for the use, approvals, authorizations, qualifications, consents ownership and certificates from any Governmental Authority which are required operation of the assets of the Company and its Subsidiaries and the conduct of their business under applicable Law with respect to Laws (the operation of its business as currently conducted (collectively, “Permits”). Each Permit is listed on Schedule 4.11(b). Except as set forth on Schedule 4.11(c)All of the Permits are valid and in full force and effect and, in during the past prior three (3) years, neither the Company nor the Sellers have any of its Subsidiaries or Affiliates has received any written notice from any Person alleging any noncompliance with any applicable Law, Order or Permit by the Company. Each Permit is valid and in full force and effectof, and none of the Permits will lapse, terminate, expire or otherwise be impaired (as they relate to the right or authorization knowledge of the Company, neither the Company nor any of its Subsidiaries is under investigation by, any Governmental Body with respect to, any material violation of, or any obligation to take material remedial action under, any Permits (other than any such violations that have been fully cured).
(b) as a result The Company and its Subsidiaries are, and have been during the prior three years, in compliance, in all material respects, with all applicable Laws that are, in each case, material to the Company or any of its Subsidiaries, and during the consummation prior three years, neither the Company nor any of its Subsidiaries or Affiliates has received any written notice of any action or proceeding against it alleging any failure to comply in any material respect with any such applicable Laws. No investigation by any Governmental Body with respect to the transactions contemplated herein. Neither Company or any of its Subsidiaries is pending or, to the knowledge of the Company, Sellersthreatened, norand during the prior three years, To Sellers’ Knowledge, neither the Company nor any of their respective directorsits Subsidiaries or Affiliates has received any written notice of any such investigation, officersexcept, executivesin each case, representatives, agents or employees, (a) has used or is currenlty using any Company funds for any illegal contributions, gifts, entertainment or other unlawful expenses relating such investigation that would not reasonably be expected to political activity, (b) has used or is currently using any be material to the Company funds for any direct or indirect unlawful payments to any foreign or domestic government officials or employees applicable to Sellers or the Company, (c) has violated or is violating any provision of the United States Foreign Corrupt Practices Act of 1977, and its Subsidiaries taken as amended or any similar law under any jurisdiction, (d) has established or maintained, or is maintaining, any unlawful fund of Company monies or other properties, (e) has made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment of any nature or (f) has violated any anti-boycott provisions of any applicable Law or other applicable Law relating to exports and embargosa whole.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Firstenergy Corp), Purchase and Sale Agreement (Firstenergy Corp)
Permits; Compliance with Laws. Except as set forth on Schedule 4.11(aThe Company and its Subsidiaries have in effect all certificates, permits, licenses, franchises, approvals, concessions, qualifications, registrations, certifications and similar authorizations from any Governmental Entity (collectively, "Permits"), including all Permits under the Federal Food, Drug, and Cosmetic Act of 1938, as amended (including the rules and regulations promulgated thereunder, the "FDCA"), and the regulations of the Federal Food and Drug Administration (the "FDA") promulgated thereunder, that are necessary for them to own, lease or operate their properties and assets and to carry on their businesses in all material respects as currently conducted. The execution and delivery of this Agreement by the Company does not, and the consummation of the Offer, the Merger and the other transactions contemplated by the Transaction Agreements and compliance with the terms thereof could not reasonably be expected to, cause the revocation or cancellation of any material Permit. Each of the Company and its Subsidiaries is, and since January 1, 2005 has at all times been been, in compliance in all material respects with all applicable Laws and Orders, and Judgments. Neither the Company possesses and nor any of its Subsidiaries has received any written communication during the past three (3) years from any person that alleges that the Company or any of its Subsidiaries is and has at all times been not in compliance in all material respects with, all licensesor is subject to any material liability under, permitsany Permit, registrations, certificates Law or Judgment or relating to the revocation or modification of occupancy, approvals, authorizations, qualifications, consents and certificates from any material Permit. Neither the Company nor any of its Subsidiaries has received any written notice that any investigation or review by any Governmental Authority which are required under applicable Law Entity is pending with respect to the operation Company or any of its business as currently conducted (collectivelySubsidiaries or any of the properties, “Permits”). Each Permit is listed on Schedule 4.11(b). Except as set forth on Schedule 4.11(c), in the past three (3) years, neither assets or operations of the Company nor the Sellers have received any written notice from any Person alleging any noncompliance with any applicable Law, Order or Permit by the Company. Each Permit is valid and in full force and effect, and none of the Permits will lapse, terminate, expire or otherwise be impaired (as they relate to the right or authorization of the Company) as a result of the consummation of the transactions contemplated herein. Neither the Company, Sellers, nor, To Sellers’ Knowledge, any of their respective directors, officers, executives, representatives, agents its Subsidiaries or employees, (a) has used that any such investigation or review is currenlty using any Company funds for any illegal contributions, gifts, entertainment or other unlawful expenses relating to political activity, (b) has used or is currently using any Company funds for any direct or indirect unlawful payments to any foreign or domestic government officials or employees applicable to Sellers or the Company, (c) has violated or is violating any provision of the United States Foreign Corrupt Practices Act of 1977, as amended or any similar law under any jurisdiction, (d) has established or maintained, or is maintaining, any unlawful fund of Company monies or other properties, (e) has made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment of any nature or (f) has violated any anti-boycott provisions of any applicable Law or other applicable Law relating to exports and embargoscontemplated.
Appears in 2 contracts
Samples: Merger Agreement (Kosan Biosciences Inc), Merger Agreement (Bristol Myers Squibb Co)
Permits; Compliance with Laws. Except as set forth on Schedule 4.11(a), (a) Each of the Company and its Subsidiaries holds and is (and has at all times been during the past three (3) years) in compliance compliance, in all material respects respects, with all applicable Laws and Orderspermits, and the Company possesses and the Company is and has at all times been in compliance in all material respects withcertificates, all licenses, permitsapprovals, registrations, certificates waivers, exemptions and other authorizations that are material to the Company or any of occupancyits Subsidiaries and required for the use, approvals, authorizations, qualifications, consents ownership and certificates from any Governmental Authority which are required operation of the assets of the Company and its Subsidiaries and the conduct of their business under applicable Law with respect to Laws (the operation of its business as currently conducted (collectively, “Permits”). Each Permit is listed on Schedule 4.11(b). Except as set forth on Schedule 4.11(c)All of the Permits are valid and in full force and effect and, in during the past prior three (3) years, neither the Company nor the Sellers have any of its Subsidiaries or Affiliates has received any written notice from any Person alleging any noncompliance with any applicable Law, Order or Permit by the Company. Each Permit is valid and in full force and effectof, and none of the Permits will lapse, terminate, expire or otherwise be impaired (as they relate to the right or authorization Knowledge of the Company) as a result of the consummation of the transactions contemplated herein. Neither the Company, Sellers, nor, To Sellers’ Knowledgeneither the Company nor any of its Subsidiaries is under investigation by, any of their respective directorsGovernmental Authority with respect to, officersany material violation of, executivesor any obligation to take material remedial action under, representatives, agents or employees, any Permits (a) has used or is currenlty using other than any Company funds for any illegal contributions, gifts, entertainment or other unlawful expenses relating to political activity, such violations that have been fully cured).
(b) The Company and its Subsidiaries are, and have been during the prior three (3) years, in compliance, in all material respects, with all applicable Laws that are, in each case, material to the Company or any of its Subsidiaries, and during the prior three (3) years, neither the Company nor any of its Subsidiaries or Affiliates has used received any written notice of any action or proceeding against it alleging any failure to comply in any material respect with any such applicable Laws. Except as set forth on Schedule 2.17, no investigation by any Governmental Authority with respect to the Company or any of its Subsidiaries is currently using pending or, to the Knowledge of Company, threatened, and during the prior three (3) years, neither the Company nor any Company funds of its Subsidiaries or Affiliates has received any written notice of any such investigation, except, in each case, for any direct or indirect unlawful payments such investigation that would not reasonably be expected to any foreign or domestic government officials or employees applicable be material to Sellers or the CompanyCompany and its Subsidiaries, (c) has violated or is violating any provision of the United States Foreign Corrupt Practices Act of 1977, taken as amended or any similar law under any jurisdiction, (d) has established or maintained, or is maintaining, any unlawful fund of Company monies or other properties, (e) has made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment of any nature or (f) has violated any anti-boycott provisions of any applicable Law or other applicable Law relating to exports and embargosa whole.
Appears in 1 contract
Permits; Compliance with Laws. (a) Each of the Company and its Subsidiaries has all authorizations, approvals, orders, consents, licenses, certificates, permits, registrations and qualifications from each Governmental Entity necessary to permit the ownership of property and the conduct of business as presently conducted by the Company and each of its Subsidiaries, as applicable, except where the failure to obtain or maintain such an authorization, approval, order, consent, license, certificate, permit, registration or qualification would not reasonably be expected to have a Company Material Adverse Effect (collectively, the “Permits”).
(b) Except (x) as set forth on Schedule 4.11(a), 3.11(b) and (y) for matters which would not reasonably be expected to have a Company Material Adverse Effect:
(i) Each of the Company has at all times been and its Subsidiaries is in compliance in all material respects with all applicable Laws statutes, ordinances, orders, laws, rules and Orders, and regulations promulgated by any Governmental Entity which apply to the conduct of the business as presently conducted by the Company possesses and each of its Subsidiaries, as applicable; and
(ii) None of the Company or any of its Subsidiaries, is and has at all times been in compliance in all material respects withsubject to any judgment, all licensesconsent decree, permitsor administrative order with respect to any aspect of its business, registrationsaffairs, certificates properties or assets, nor, as of occupancythe date hereof, approvalsreceived any notice of the institution against the Company or any of its Subsidiaries or of any civil, authorizations, qualifications, consents and certificates criminal or administrative Action from any Governmental Authority which are required under applicable Law Entity, with respect to any aspect of the operation business, affairs, properties or assets of the Company or any of its business as currently conducted Subsidiaries.
(collectivelyc) Without limiting the generality of the foregoing, “Permits”). Each Permit is listed on Schedule 4.11(b). Except as set forth on Schedule 4.11(c), in the past three (3) years, neither the Company nor the Sellers have received any written notice from any Person alleging any noncompliance with any applicable Law, Order or Permit by the Company. Each Permit is valid and in full force and effect, and none of the Permits will lapse, terminate, expire or otherwise be impaired (as they relate to the right or authorization of the Company) as a result of the consummation of the transactions contemplated herein. Neither the Company, Sellers, nor, To Sellers’ Knowledge, any of their respective directorsits Subsidiaries, officersor to the Company’s knowledge, executivesany director, representativesemployee, agents officer or employees, agent of the Company or any of its Subsidiaries has: (ai) has used or is currenlty using any Company funds for any illegal unlawful contributions, gifts, entertainment or other unlawful expenses payments relating to political activity, ; or (bii) has used or is currently using made any Company funds for any direct or indirect unlawful payments payment to any foreign governmental official or domestic government officials employee or employees applicable to Sellers any political party or the Company, (c) has campaign or violated or is violating any provision of the United States Foreign Corrupt Practices Act of 1977, as amended or any similar law under any jurisdiction, amended.
(d) The Company’s board of directors has established not authorized or maintaineddirected any internal investigation that is currently being conducted by the Company or any of its Subsidiaries or any third party at the request of the Company or any of its Subsidiaries concerning any material illegal activity, fraudulent or is maintaining, any unlawful fund of Company monies deceptive conduct or other properties, (e) has made any bribe, unlawful rebate, payoff, influence payment, kickback misfeasance or other unlawful payment of any nature or (f) has violated any anti-boycott provisions of any applicable Law or other applicable Law relating to exports and embargosmalfeasance issues.
Appears in 1 contract
Permits; Compliance with Laws. Except as set forth on Schedule 4.11(a), the (a) The Company has at all times been in compliance in all material respects with all applicable Laws and Orders, and the Company possesses and the Company is and has at Subsidiaries own, hold or possess all times been in compliance in all material respects withpermits, all licenses, permitsfranchises, registrationsexemptions, certificates of occupancyclassifications, approvalsprivileges, authorizationsvariances, qualificationsimmunities, consents approvals and certificates other authorizations from any Governmental Authority which Authorities that are required under applicable Law with respect necessary to the operation of its business entitle them to own or lease, operate and use their properties and assets and to carry on and conduct their businesses as currently conducted (collectively, the “Permits”). Each , except where the failure to hold such Permit is listed on Schedule 4.11(b). Except as set forth on Schedule 4.11(c)has not had, or could not reasonably be expected to have, individually or in the past three aggregate, a Material Adverse Effect.
(3i) yearsThe Company has fulfilled and performed its obligations under each Permit in all material respects, neither and no event has occurred or condition or state of facts exists that constitutes or, after notice or lapse of time or both, would constitute a breach or default under any such Permit or that Permits or, after notice or lapse of time or both, would permit revocation or termination of any such Permit or that would materially adversely affect the rights of the Company nor the Sellers have received under any such Permit; (ii) no written notice from of cancellation, of default or of any Person alleging dispute concerning any noncompliance with Permit, or of any applicable Lawevent, Order condition or Permit state of facts described in the preceding clause, has been received by the Company. Each Permit , or to the Company’s Knowledge, is valid threatened; and (iii) each of the Permits is valid, subsisting and in full force and effecteffect and does not require the consent, approval or act of, or the making of any filing with, any Governmental Authority in order to continue in full force and none of the Permits will lapse, terminate, expire or otherwise be impaired (as they relate to the right or authorization of the Company) as a result of effect following the consummation of the transactions contemplated herein. Neither Merger, in each case except as has not had, or could not reasonably be expected to have, individually or in the Companyaggregate, Sellers, nor, To Sellers’ Knowledge, any of their respective directors, officers, executives, representatives, agents or employees, (a) has used or is currenlty using any Company funds for any illegal contributions, gifts, entertainment or other unlawful expenses relating to political activity, (b) has used or is currently using any Company funds for any direct or indirect unlawful payments to any foreign or domestic government officials or employees applicable to Sellers or the Company, a Material Adverse Effect.
(c) has violated or is violating any provision The Company and the Company Subsidiaries are presently conducting and since January 1, 2009 have conducted their operations and business, in all material respects in compliance with all Requirements of the United States Foreign Corrupt Practices Act of 1977, as amended or any similar law under any jurisdiction, (d) has established or maintained, or is maintaining, any unlawful fund of Company monies or other properties, (e) has made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment of any nature or (f) has violated any anti-boycott provisions of any applicable Law or other applicable Law relating to exports and embargosLaw.
Appears in 1 contract
Samples: Merger Agreement (Edgar Online Inc)
Permits; Compliance with Laws. (a) Except for such matters as set forth on Schedule 4.11(awould not interfere in any material respect with the conduct of the business of the Companies and their respective Subsidiaries, (i) the Companies and their Subsidiaries hold all licenses, franchises, permits and authorization issued by or obtained from a Governmental Body necessary for the lawful conduct of their respective businesses (each, a “Permit”), (ii) all Permits are in full force and effect, (iii) no Permit will become null or void, or subject to annulment, cancellation or other termination rights in consequence of, or on or in connection with the Company has Closing of the Transaction, (iv) the Companies and their Subsidiaries and their properties and assets are, and at all times been since January 1, 2015 have been, in compliance in all material respects with all applicable Laws and OrdersLaws, including Export/Import Control Laws, and (v) none of the Company possesses and the Company is and has at all times been in compliance in all material respects withCompanies or their Subsidiaries has, all licensessince January 1, permits2015, registrations, certificates of occupancy, approvals, authorizations, qualifications, consents and certificates from any Governmental Authority which are required under applicable Law with respect to the operation of its business as currently conducted (collectively, “Permits”). Each Permit is listed on Schedule 4.11(b). Except as set forth on Schedule 4.11(c), in the past three (3) years, neither the Company nor the Sellers have received any written notice from any Person alleging any noncompliance with violation under any applicable Law.
(a) Since January 1, Order or Permit by the Company. Each Permit is valid and in full force and effect2015, and none of the Permits will lapseCompanies, terminate, expire their Subsidiaries or otherwise be impaired (as they relate to the right or authorization of the Company) as a result of the consummation of the transactions contemplated herein. Neither the Company, Sellers, nor, To Sellers’ Knowledge, any of their respective directors, officers, executivesagents, representativesdistributors, agents or employeesemployees or, (a) has used or is currenlty using any Company funds for any illegal contributions, gifts, entertainment or other unlawful expenses relating to political activity, (b) has used or is currently using any Company funds for any direct or indirect unlawful payments to any foreign or domestic government officials or employees applicable to Sellers or the Company, (c) has violated or is violating any provision Knowledge of the United States Companies, any other Person associated with the Companies or their Subsidiaries or acting on their behalf has been in violation of the Foreign Corrupt Practices Act of 1977, as amended amended, or any rules or regulations thereunder or any similar law under anti-corruption or anti-bribery Laws applicable to the Companies or their Subsidiaries in any jurisdiction.
(b) The Companies and their Subsidiaries do not have, (d) has established or maintainedand to the Knowledge of the Companies, or is maintaining, have never had any unlawful fund of Company monies Contracts or other propertiesbusiness dealings with any Person with whom the Companies or their Subsidiaries were, (e) has made any bribeat the time of such Contract or business dealings, unlawful rebate, payoff, influence payment, kickback or other unlawful payment restricted from doing business with under the regulations of any nature or (f) has violated any anti-boycott provisions the Office of any applicable Law or other applicable Law relating to exports and embargosForeign Asset Control of the Department of Treasury of the United States of America.
Appears in 1 contract
Samples: Stock Purchase Agreement (Babcock & Wilcox Enterprises, Inc.)
Permits; Compliance with Laws. Except as set forth on Schedule 4.11(a), the (a) Each Group Company has at all times been is in compliance in possession of all material respects with all applicable Laws and Ordersfranchises, and the Company possesses and the Company is and has at all times been in compliance in all material respects withgrants, all authorizations, licenses, permits, registrationseasements, certificates variances, exceptions, consents, certificates, approvals and orders (“Permits”) of occupancy, approvals, authorizations, qualifications, consents and certificates from any Governmental Authority necessary for it to own, lease, operate and use its properties and assets or to lawfully carry on its business as it is now being conducted (the “Material Company Permits”) as of the date hereof. No suspension or cancellation of any of the Material Company Permits is pending or, to the knowledge of the Company, threatened. Without limiting the generality of the foregoing, all approvals of, and filings and registrations and other requisite formalities with, Governmental Authorities in the People’s Republic of China (“PRC”) required in respect of each Group Company and its capital structure and operations, including but not limited to registrations with the State Administration for Industry and Commerce (“SAIC”), the State Administration of Foreign Exchange (“SAFE”) and the State Administration of Taxation (“SAT”), and their respective local counterparts, have been duly completed in accordance with applicable PRC Laws. Each Group Company organized in the PRC has complied with all applicable PRC Laws regarding the contribution and payment of its registered capital, in material respects.
(b) No Group Company is in default, breach or violation of any Law applicable to it in material respects (including without limitation, (i) any Laws applicable to its business and (ii) any Laws related to the protection of personal data) or by which are required any of its share, security, equity interest, property or asset is bound or affected. No Group Company has received any notice or communication in writing of any material non-compliance with any applicable Laws that has not been cured.
(c) No Group Company or, to the knowledge of the Company, any directors, officers, employees or agents that act on behalf of a Group Company (the “Company Representative”) have violated any Anticorruption Laws, nor has any Group Company or any Company Representative offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of Anything of Value, to any Government Official or to any Person under applicable Law circumstances where a Group Company or any Company Representative knew or ought reasonably to have known (after due and proper inquiry) that all or a portion of such money or thing of value would be offered, given, or promised, directly or indirectly, to a Person:
(i) for the purpose of: (A) influencing any act or decision of a Government Official in his or her official capacity; (B) inducing a Government Official to do or omit to do any act in violation of their lawful duties; (C) securing any improper advantage; (D) inducing a Government Official to influence or affect any act or decision of any Governmental Authority; or (E) assisting a Group Company or any Company Representative in obtaining or retaining business for or with, or directing business to, a Group Company or any Company Representative; or
(ii) in a manner which would constitute or have the purpose or effect of public or commercial bribery, acceptance of, or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining business or any improper advantage.
(d) No Group Company has conducted or initiated any internal investigation or made a voluntary, directed or involuntary disclosure to any Governmental Authority with respect to the operation of its business as currently conducted (collectively, “Permits”). Each Permit is listed on Schedule 4.11(b). Except as set forth on Schedule 4.11(c), in the past three (3) years, neither the Company nor the Sellers have received any written notice from any Person alleging alleged act or omission arising under or relating to any noncompliance with any applicable Anticorruption Law. No Group Company or any Company Representative has received any notice, Order request or Permit by the Company. Each Permit is valid and in full force and effect, and none citation for any actual or potential noncompliance with any of the Permits will lapseforegoing in this Section 3.06(d).
(e) No officer, terminatedirector or employee of any Group Company is a Government Official.
(f) Each Group Company has maintained complete and accurate books and records, expire or otherwise be impaired (as they relate including records of payments to any agents, consultants, representatives, third parties and Government Officials to the right or authorization extent as required by GAAP.
(g) No Group Company nor, to the knowledge of the Company, any Company Representative (i) as a result is currently subject to any U.S. economic sanctions administered by the Office of Foreign Assets Control of the consummation U.S. Department of the transactions contemplated herein. Neither the CompanyTreasury; or (ii) has violated, Sellers, nor, To Sellers’ Knowledgeor operated not in compliance with, any of their respective directorsapplicable economic sanctions, officersexport restrictions, executives, representatives, agents or employees, (a) has used or is currenlty using any Company funds for any illegal contributions, gifts, entertainment or other unlawful expenses relating to political activity, (b) has used or is currently using any Company funds for any direct or indirect unlawful payments to any foreign or domestic government officials or employees applicable to Sellers or the Company, (c) has violated or is violating any provision of the United States Foreign Corrupt Practices Act of 1977, as amended or any similar law under any jurisdiction, (d) has established or maintained, or is maintaining, any unlawful fund of Company monies or other properties, (e) has made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment of any nature or (f) has violated any anti-boycott provisions regulations or embargo regulations.
(h) This Section 3.06 does not relate to Taxes, which are the subject of any applicable Law or other applicable Law relating to exports and embargosSection 3.15.
Appears in 1 contract
Permits; Compliance with Laws. Except as set forth on Schedule 4.11(a), (a) All Permits (i) pursuant to which the Company or any of its Subsidiaries currently operates or holds any interest in their respective assets or properties, or (ii) which are required for the operation of the business of the Company or any of its Subsidiaries or the holding of any such interest and the lack of which is material to the operation of the business of the Company or any of its Subsidiaries , has at all times been in compliance in all material respects with all applicable Laws and Ordersissued or granted to the Company or such Subsidiary, and all such Permits are in full force and effect and constitute all Permits required to permit the Company possesses or such Subsidiary to operate or conduct its business as it is currently conducted and the hold any interest in its properties or assets.
(b) The Company and each of its Subsidiaries is and has at all times been in compliance in all material respects with, and has complied in all licensesmaterial respects with, permitsand as of the date of this Agreement has not received any written notices of violation with respect to, registrations, certificates of occupancy, approvals, authorizations, qualifications, consents and certificates from any Governmental Authority which are required under applicable Law with respect to the conduct of its business, or the ownership or operation of its business as currently conducted (collectively, “Permits”including the keeping of all required registers and timely filing or delivery of all required documents under the provisions of any applicable Law). Each Permit is listed on Schedule 4.11(b). Except as set forth on Schedule 4.11(c), in To the past three (3) yearsKnowledge of the Company, neither the Company nor any of its Subsidiaries is under investigation with respect to, has been threatened to be charged with, nor has been given notice of, any violation of any Law. To the Sellers have received any written notice from any Person alleging any noncompliance with any applicable Law, Order or Permit by the Company. Each Permit is valid and in full force and effect, and none of the Permits will lapse, terminate, expire or otherwise be impaired (as they relate to the right or authorization Knowledge of the Company, there are no facts or circumstances that could form the basis for any such violation.
(c) as The Company and each of its Subsidiaries has at all times conducted its export and import transactions in accordance, in all material respects, with all applicable Export and Import Control Laws. Without limiting the foregoing:
(i) the Company and each of its Subsidiaries has obtained and is in compliance, in all material respects, with the terms of all applicable Export and Import Approvals;
(ii) there are no pending or, to the Company’s Knowledge, threatened claims, charges, investigations, violations, settlements, civil or criminal enforcement actions, lawsuits, or other court actions against the Company or any Subsidiary with respect to such Export and Import Approvals;
(iii) there are no actions, conditions or circumstances pertaining to the Company’s or any Subsidiary’s export or import transactions that would reasonably be expected to give rise to any future claims, charges, investigations, violations, settlements, civil or criminal actions, lawsuits, or other court actions under the Export and Import Control Laws;
(iv) no approval from a result Governmental Authority for the transfer of Export and Import Approvals to Buyer are required or cannot be obtained reasonably expeditiously without material cost;
(v) the Company has established and maintains a compliance program and reasonable internal controls and procedures appropriate to the requirements of Export and Import Control Laws; and
(vi) Section 4.19(c) of the consummation Disclosure Schedule sets forth a complete and accurate list of all export control classifications, Harmonized Tariff Section Codes, and Section B Codes applicable to the Company’s Products and the Company Intellectual Property.
(d) Neither the Company nor any of its Subsidiaries (including any of their officers, directors, employees and, to the Knowledge of the transactions contemplated herein. Neither the Company, Sellers, nor, To Sellers’ Knowledge, any of their respective directorsagents, officersdistributors, executivesor other Persons associated with or acting on their behalf) has, representativesdirectly or indirectly, agents or employees, (a) has used or is currenlty using any Company corporate funds for any illegal unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (b) has used or is currently using made any Company funds for any direct or indirect unlawful payments payment to any foreign or domestic government officials or employees applicable to Sellers or the Company, (c) has violated or is violating any provision of the United States Foreign Corrupt Practices Act of 1977, as amended or any similar law under any jurisdiction, (d) has established or maintained, or is maintaining, any unlawful fund of Company monies or other properties, (e) has made any bribe, unlawful rebate, payoff, influence payment, kickback or other similar unlawful payment payment, or taken any action which would cause it to be in violation of taken any action which would cause it to be in violation of any nature Anti-Corruption and Anti-Bribery Laws. There are no pending or, to the Company’s Knowledge, threatened claims, charges, investigations, violations, settlements, civil or criminal enforcement actions, lawsuits, or other court actions against the Company with respect to any Anti-Corruption and Anti-Bribery Laws. There are no actions, conditions or circumstances pertaining to the Company’s activities that would reasonably be expected to give rise to any future claims, charges, investigations, violations, settlements, civil or criminal actions, lawsuits, or other court actions under any Anti-Corruption and Anti-Bribery Laws. The Company has established and maintains a compliance program and reasonable internal controls and procedures appropriate to the requirements of Anti-Corruption and Anti-Bribery Laws.
(e) The Company and its Subsidiaries do not meet the criteria set forth in: (i) Section 17(a) of the Israeli Restrictive Trade Practices Law, 1988; or (fii) has violated Section 9 of the Israeli Restrictive Trade Practices Regulations (Registration, Publication and Reporting of Transactions), 2004, promulgated thereunder, and assuming that (A) Buyer and its Subsidiaries do not meet the criteria set forth in Section 17(a) of the Israeli Restrictive Trade Practices Law, 1988, or Section 9 of the Israeli Restrictive Trade Practices Regulations (Registration, Publication and Reporting of Transactions), 2004, promulgated thereunder, and (B) the Acquisition and the other transactions contemplated by this Agreement are not subject to the criteria set forth in Section 17 of the Israeli Restrictive Trade Practices Law, 1988, by virtue of the market share of Buyer, the Acquisition does not require a pre-merger filing with the Israeli Commissioner of Restrictive Trade Practices and no waiting period or, with respect to the Company or any anti-boycott provisions of its Subsidiaries, any applicable Law other action or other applicable Law relating to exports and embargosConsent is required under the Israeli Restrictive Trade Practices Law, 1988.
Appears in 1 contract
Permits; Compliance with Laws. Except as set forth on Schedule 4.11(a(a) Seller and, to Seller’s knowledge, each of its directors, officers, Persons performing management functions similar to officers hold all material permits, registrations, findings of suitability, licenses, variances, exemptions, certificates of occupancy, orders and approvals of all Governmental Entities (including all authorizations under Gaming Laws), necessary to conduct the Company business and operations conducted at the Property, each of which is in full force and effect in all material respects (the “Seller Permits”) and, to Seller’s knowledge, no event has at all times been occurred which permits, or upon the giving of notice or passage of time or both, would permit, revocation, non-renewal, modification, suspension, limitation or termination of any Seller Permit that currently is in effect. Seller, and to Seller’s knowledge, each of its directors, officers, key employees and Persons performing management functions similar to officers, in each case whose position is related to the Property, are in compliance in all material respects with all the terms of the Seller Permits. To Seller’s knowledge, the businesses conducted by Seller at the Property are not being conducted in material violation of any applicable Laws and OrdersLaw of any Governmental Entity (including, and without limitation, any Gaming Laws). Seller has not received a notice of any material investigation or review by any Governmental Entity with respect to Seller or the Company possesses and Property that is pending, and, to the Company knowledge of the Seller, no material investigation or review is and threatened, nor has at all times been any Governmental Entity indicated any intention to conduct the same.
(b) Neither Seller nor, to Seller’s knowledge, any of its directors, officers, key employees or Persons performing management functions similar to officers, in compliance in all material respects witheach case whose position is related to the Property, all licenseshas received any written claim, permitsdemand, registrationsnotice, certificates of occupancycomplaint, approvals, authorizations, qualifications, consents and certificates court order or administrative order from any Governmental Authority which are required under applicable Law with respect to the operation of its business as currently conducted (collectively, “Permits”). Each Permit is listed on Schedule 4.11(b). Except as set forth on Schedule 4.11(c), Entity in the past three (3) yearsyears under, neither or relating to any violation or possible violation of any Gaming Laws related to actions or inactions at the Company nor the Sellers have received any written notice from any Person alleging any noncompliance with any applicable LawProperty which did or would be reasonably likely to result in fines or penalties of $50,000 or more. To Seller’s knowledge, Order or Permit by the Company. Each Permit is valid and in full force and effectthere are no facts, and none of the Permits will lapse, terminate, expire or otherwise be impaired (as they relate which if known to the right Gaming Authorities will or authorization of would be reasonably likely to result in the Company) as a result of the consummation of the transactions contemplated herein. Neither the Companyrevocation, Sellers, nor, To Sellers’ Knowledge, any of their respective directors, officers, executives, representatives, agents limitation or employees, (a) has used or is currenlty using any Company funds for any illegal contributions, gifts, entertainment or other unlawful expenses relating to political activity, (b) has used or is currently using any Company funds for any direct or indirect unlawful payments to any foreign or domestic government officials or employees applicable to Sellers or the Company, (c) has violated or is violating any provision of the United States Foreign Corrupt Practices Act of 1977, as amended or any similar law under any jurisdiction, (d) has established or maintained, or is maintaining, any unlawful fund of Company monies or other properties, (e) has made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment suspension of any nature or (f) has violated any anti-boycott provisions of any applicable Law or other applicable Law relating to exports and embargosGaming Approval.
Appears in 1 contract
Permits; Compliance with Laws. (a) Except as set forth on Schedule 4.11(a)3.10, the Company and each of its Subsidiaries are, and have been since January 1, 2017, in compliance in all material respects with all Laws or Orders applicable to the Company or any of its Subsidiaries and the ownership and operation of the Acquired Assets. Except as related to or as a result of the filing or pendency of the Bankruptcy Case, since January 1, 2017 (i) neither the Company nor any of its Subsidiaries has at received any written notice of, or been charged with, the material violation of any Laws, and (ii) to the Knowledge of Sellers, no event has occurred or circumstance exists that (with or without notice, passage of time, or both), individually or in the aggregate, would constitute or result in a failure by the Company or any of its Subsidiaries to comply, in any material respect, with any applicable Law. Except as related to or as a result of the filing or pendency of the Bankruptcy Case, no investigation, review or Action by any Governmental Body in relation to any actual or alleged material violation of Law by the Company or any of its Subsidiaries is pending or, to the Knowledge of Sellers, threatened, nor has the Company or any of its Subsidiaries received any written notice from any Governmental Body indicating an intention to conduct the same.
(b) The Company and each of its Subsidiaries hold all times Permits necessary for the lawful conduct of their respective businesses as presently conducted, and all such Permits are in full force and effect, except where the failure to hold the same would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. The Company and its Subsidiaries are not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of any Permit required for the operation of the business as presently conducted by the Company and its Subsidiaries and to which they are parties, except where such default or violation would not be reasonably expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.
(c) No Action is pending or, to the Knowledge of Sellers, threatened to terminate, revoke, limit, cancel, suspend or modify any Permit or Permits that, individually or in the aggregate, are material to the operation of the business of the Company and its Subsidiaries, and no Seller or Subsidiary thereof has received notice from any Governmental Body that (i) any such Permit will be revoked or not reissued on the same or similar terms, (ii) any application for any new Permit by any Seller or any of its Subsidiaries or renewal of any Permit or Permits that, individually or in the aggregate, are material to the operation of the business of the Company and its Subsidiaries will be denied, or (iii) the Permit holder is in material violation of any Permit or Permits that, individually or in the aggregate, are material to the operation of the business of the Company and its Subsidiaries, taken as a whole.
(d) The Company, each of its Subsidiaries and each of its and their directors, officers and employees acting in such capacity and, to the Knowledge of Sellers, each of its and their other agents acting on its or their behalf, is, and has been since January 1, 2017, in compliance in all material respects with all applicable Laws anti-corruption law, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, or any national and Ordersinternational law enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions, and the Company possesses any rules and the Company is and has at all times been in compliance in all material respects with, all licenses, permits, registrations, certificates of occupancy, approvals, authorizations, qualifications, consents and certificates from any Governmental Authority which are required under applicable Law with respect to the operation of its business as currently conducted regulations promulgated thereunder (collectively, “PermitsAnti-Corruption Laws”). Each Permit is listed on Schedule 4.11(b). Except as set forth on Schedule 4.11(c)Since January 1, in the past three (3) years2017, neither the Company nor the Sellers have received any written notice from any Person alleging any noncompliance with any applicable Law, Order or Permit by the Company. Each Permit is valid and in full force and effect, and none of the Permits will lapse, terminate, expire or otherwise be impaired (as they relate to the right or authorization of the Company) as a result of the consummation of the transactions contemplated herein. Neither the Company, Sellers, nor, To Sellers’ Knowledge, any of its Subsidiaries nor any of their respective directors, officers, executivesemployees, or to the Knowledge of Sellers any of their respective agents, representatives, or any person acting on their behalf has paid, offered, promised, or authorized the payment of money or anything of value, directly or indirectly, to any government official, government employee (including employees of state-owned and state-controlled enterprises), political party, political party official, candidate for public office, or officer or employee of a public international organization for the purpose of influencing any official act or decision or to secure any improper advantage; each of the Company and each of its Subsidiaries have implemented and maintain effective internal controls reasonably designed to prevent and detect violations of all applicable Anti-Corruption Laws; and each of the Company and each of its Subsidiaries have recorded and maintained accurate books and records, including appropriate and lawful supporting documentation, in compliance with applicable Anti-Corruption Laws.
(e) Neither the Company nor any of its Subsidiaries or any of their respective officers, managers, or employees, or, to the Knowledge of Sellers, any of their consultants, representatives, agents or employeesAffiliates, is (ai) has used or a person that is currenlty using any Company funds for any illegal contributions, gifts, entertainment or other unlawful expenses relating to political activity, (b) has used or is currently using any Company funds for any direct or indirect unlawful payments to any foreign or domestic government officials or employees applicable to Sellers or the Company, (c) has violated or is violating any provision of the United States Foreign Corrupt Practices Act of 1977, as amended or any similar law under any jurisdiction, (d) has established or maintaineddesignated on, or is maintainingowned or controlled by a person that is designated on any list of sanctioned parties maintained by the United States, any unlawful fund the United Nations, Canada, the United Kingdom, or the European Union, including the list of Company monies Specially Designated Nationals and Blocked Persons maintained by OFAC; or other properties(ii) located or organized in a country or territory that is or whose government is, or has been in the past five (e5) has made any bribeyears, unlawful rebatethe target of comprehensive sanctions imposed by the United States, payoffthe United Nations, influence paymentCanada, kickback European Union or other unlawful payment United Kingdom (including Cuba, Iran, North Korea, Sudan, Syria, Venezuela, and the Crimean region of any nature or the Ukraine).
(f) Since January 1, 2017, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) there has violated been no action taken by the Company or any anti-boycott provisions of its Subsidiaries, or, to the Knowledge of Sellers, any officer, director, manager, employee, agent, representative or sales intermediary of the Company or its Subsidiaries, in each case, acting on behalf of the Company or any of its Subsidiaries in violation of International Trade Laws; (ii) none of the Company or any Subsidiary have been convicted of violating any International Trade Law or subjected to any investigation by a Governmental Authority for violation of any applicable Law International Trade Law; (iii) none of the Company or other applicable Law any Subsidiary have conducted or initiated any internal investigation or made a voluntary, directed, or involuntary disclosure to any Governmental Authority regarding any alleged act or omission arising under or relating to exports any noncompliance with any International Trade Law and embargos(iv) none of the Company or any Subsidiary have received any written notice or citation from a Governmental Authority for any actual or potential noncompliance with any applicable International Trade Law.
Appears in 1 contract
Permits; Compliance with Laws. Except as set forth on Schedule 4.11(a)3.09:
(a) Each of the Company and its Subsidiaries holds and is in compliance, in all material respects, with all permits, certificates, licenses, approvals, registrations, consents, accreditations, waivers, exemptions, rights and authorizations that are material to the Company and its Subsidiaries taken as a whole (the “Permits”) required by it in connection with the conduct and operation of its business and the ownership of its assets under all applicable Laws and Orders. All of the Permits are valid and in full force and effect and, none of the Permits are reasonably expected to be terminated as a result of, or in connection with, the consummation of the Transactions. Neither the Company nor its Subsidiaries are in material default under any such Permit and no condition exists that, with the giving of notice or lapse of time or both, would constitute a material default under such Permit, and there is no Proceeding pending or to the knowledge of the Company, threatened, that would result in the termination, revocation, suspension or the imposition of a material restriction on any such Permit or the imposition of any sanction for violation or material fine or penalty of any such Permit.
(b) The Company and its Subsidiaries are, and have been since April 1, 2013 in compliance, in all material respects, with all applicable Laws and Orders, and with all Company policies with respect to personal data, data privacy, system privacy or security, that are, in each case, material to the Company and its Subsidiaries taken as a whole. Since April 1, 2013 neither the Company nor any of its Subsidiaries has received any written notice of any action, suit, claim, investigation or proceeding against it alleging any failure to comply with any such Laws or Orders, or of any material breaches or violations of the Company’s and its Subsidiaries’ data or systems. No investigation by any Government Body with respect to the Company or any of its Subsidiaries is pending or, to the Company’s knowledge, threatened, and since April 1, 2013 neither the Company nor any of its Subsidiaries has received any written notice of any such investigation, except, in each case, for any such investigation that, if adversely determined, would not be material to the Company and its Subsidiaries taken as a whole.
(c) Neither the Company nor any of its Subsidiaries nor any of their officers nor, any of the, directors, employees or, to the knowledge of the Company, agents acting on behalf of the Company or its Subsidiaries have since April 1, 2013 violated, or are in violation of, in any material respect, any provision of any of the U.S. Foreign Corrupt Practices Act of 1977, the USA Patriot Act of 2001, and the USA Patriot Improvement and Reauthorization Act of 2006, each as amended, or any similar Law in any other jurisdiction in which the Company operates.
(d) Since April 1, 2013 neither the Company nor its Subsidiaries has at any time engaged in the sale, purchase, import, export, re-export or transfer of products or services, either directly or indirectly, to or from (i) any Sanctioned Territories, or (ii) any Restricted Parties. Since such time, neither the Company nor its Subsidiaries has been a party to or beneficiary of, or had any interest in, any franchise, license, management or other contract with any Person, either public or private, in the Sanctioned Territories or with any Restricted Parties, or been a party to any investment, deposit, loan, borrowing or credit arrangement or involved in any other financial dealings, directly or indirectly, with any Person, either public or private, in the Sanctioned Territories or who is a Restricted Party. None of the Company, its Subsidiaries, or any present directors, officers, or employees, nor Sellers are Restricted Parties.
(e) The Company and each of its Subsidiaries, are and have at all times been since April 1, 2013 in compliance in all material respects with all applicable Laws concerning the exportation and Ordersre-exportation by the Company and its Subsidiaries of its products, technology, technical data, services and related know-how, along with any products, technology, technical data, services and related know-how that the Company and its Subsidiaries re-sells, including those administered by, without limitation, the United States Department of Commerce, including the Export Administration Regulations, the United States Department of the Treasury and the United States Department of State. The Company possesses and its Subsidiaries are and have been in material compliance with all applicable Laws administered by the Bureau of Customs and Border Protection in the United States Department of Homeland Security. The Company is and has at all times its Subsidiaries, are and have been since January 1, 2015, in compliance in all material respects withwith United States and international economic and trade sanctions, all licenses, permits, registrations, certificates of occupancy, approvals, authorizations, qualifications, consents and certificates from any Governmental Authority which are required under applicable Law with respect to the operation of its business as currently conducted (collectively, “Permits”). Each Permit is listed on Schedule 4.11(b). Except as set forth on Schedule 4.11(c), in the past three (3) years, neither the Company nor the Sellers have received any written notice from any Person alleging any noncompliance with any applicable Law, Order or Permit including those administered by the Company. Each Permit is valid and in full force and effect, and none Office of the Permits will lapse, terminate, expire or otherwise be impaired (as they relate to the right or authorization of the Company) as a result of the consummation of the transactions contemplated herein. Neither the Company, Sellers, nor, To Sellers’ Knowledge, any of their respective directors, officers, executives, representatives, agents or employees, (a) has used or is currenlty using any Company funds for any illegal contributions, gifts, entertainment or other unlawful expenses relating to political activity, (b) has used or is currently using any Company funds for any direct or indirect unlawful payments to any foreign or domestic government officials or employees applicable to Sellers or the Company, (c) has violated or is violating any provision of Foreign Assets Control within the United States Foreign Corrupt Practices Act Department of 1977, as amended or any similar law under any jurisdiction, (d) has established or maintained, or is maintaining, any unlawful fund of Company monies or other properties, (e) has made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment of any nature or (f) has violated any anti-boycott provisions of any applicable Law or other applicable Law relating to exports and embargosthe Treasury.
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Samples: Merger Agreement (Trimble Inc.)