Common use of Permits; No Violation of Law Clause in Contracts

Permits; No Violation of Law. (a) Verizon or one or more of its Subsidiaries have all Governmental Approvals necessary for the operation of the Verizon DSL Business, except for those Government Approvals the absence of which, individually or in the aggregate, would not have a Material Adverse Effect on the Verizon DSL Business. All material Government Approvals granted to Verizon and its Subsidiaries with respect to the Verizon DSL Business are listed in Section 5.5 of the Verizon Disclosure Schedule and remain in full force and effect, and have not been revoked, suspended, cancelled or modified in any adverse way, and are not subject to any conditions or requirements that are not generally imposed by the FCC or the issuing state communications regulatory agency upon the holders of such Government Approvals. (b) The Verizon DSL Business is not being operated in violation of any Legal Requirements or in violation of any Permits, except for possible violations none of which, individually or in the aggregate, may reasonably be expected to have a Material Adverse Effect on the Verizon DSL Business. No investigation or review by any Governmental Entity (including any stock exchange or other self-regulatory body) with respect to Verizon in relation to any alleged violation of law or regulation is pending or, to Verizon's knowledge, threatened, nor has any Governmental Entity (including any stock exchange or other self-regulatory body) indicated an intention to conduct the same, except for such investigations which, if they resulted in adverse findings, would not have, individually or in the aggregate, a Material Adverse Effect on the Verizon DSL Business. Except as set forth in Section 5.5 of the Verizon Disclosure Schedule, neither Verizon nor any of its Subsidiaries is subject to any cease and desist or other order, judgment, injunction or decree issued by, or is a party to any written or oral Agreement, consent or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has adopted any board resolutions at the request of, any Governmental Entity that materially restricts the ownership or operation of the Verizon DSL Business or which may reasonably be expected to have a Material Adverse Effect on the Verizon DSL Business, nor has Verizon or any of its Subsidiaries been advised that any Governmental Entity is considering issuing or requesting any of the foregoing.

Appears in 2 contracts

Samples: Merger Agreement (Bell Atlantic Corp), Merger Agreement (Northpoint Communications Group Inc)

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Permits; No Violation of Law. (a) Verizon or one or more The businesses of its Subsidiaries have all Governmental Approvals necessary for the operation of the Verizon DSL Business, except for those Government Approvals the absence of which, individually or in the aggregate, would not have a Material Adverse Effect on the Verizon DSL Business. All material Government Approvals granted to Verizon GTE and its Subsidiaries with respect to the Verizon DSL Business are listed in Section 5.5 of the Verizon Disclosure Schedule and remain in full force and effect, and have not been revoked, suspended, cancelled or modified in any adverse way, and are not subject to any conditions or requirements that are not generally imposed by the FCC or the issuing state communications regulatory agency upon the holders of such Government Approvals. (b) The Verizon DSL Business is not being operated conducted in violation of any statute, law, ordinance, regulation, judgment, order or decree of any Governmental Entity (including any stock exchange or other self-regulatory body) ("Legal Requirements Requirements"), or in violation of any permits, franchises, licenses, authorizations, certificates, variances, exemptions, orders, registrations or consents that are granted by any Governmental Entity (including any stock exchange or other self-regulatory body) ("Permits"), except for possible violations none of which, individually or in the aggregate, may reasonably be expected to have a Material Adverse Effect on the Verizon DSL BusinessGTE. No investigation or review by any Governmental Entity (including any stock exchange or other self-regulatory body) with respect to Verizon GTE or its Subsidiaries in relation to any alleged violation of law or regulation is pending or, to VerizonGTE's knowledge, threatened, nor has any Governmental Entity (including any stock exchange or other self-regulatory body) indicated an intention to conduct the same, except for such investigations which, if they resulted in adverse findings, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Verizon DSL BusinessGTE. Except as set forth in Section 5.5 4.9 of the Verizon GTE Disclosure Schedule, neither Verizon GTE nor any of its Subsidiaries is subject to any cease and desist or other order, judgment, injunction or decree issued by, or is a party to any written or oral Agreement, consent Agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has adopted any board resolutions at the request of, any Governmental Entity that materially restricts the ownership or operation conduct of the Verizon DSL Business its business or which may reasonably be expected to have a Material Adverse Effect on the Verizon DSL BusinessGTE, nor has Verizon GTE or any of its Subsidiaries been advised that any Governmental Entity is considering issuing or requesting any of the foregoing. None of the representations and warranties made in this Section 4.9 are being made with respect to Environmental Laws.

Appears in 2 contracts

Samples: Merger Agreement (Bell Atlantic Corp), Merger Agreement (Gte Corp)

Permits; No Violation of Law. (a) Verizon or one or more of NorthPoint and its Subsidiaries have all Federal Communications Commission ("FCC") licenses and authorizations and all state governmental authorizations and certificates, and have filed all required federal and state notifications (all of the above being collectively referred to as "Governmental Approvals Approvals") necessary for the operation of their currently conducted telecommunications businesses in the Verizon DSL BusinessUnited States, except for those Government Approvals the absence of which, individually or in the aggregate, would not have a Material Adverse Effect on the Verizon DSL BusinessNorthPoint. All material Government Governmental Approvals granted to Verizon NorthPoint and its Subsidiaries with respect to the Verizon DSL Business are listed in Section 5.5 4.9 of the Verizon NorthPoint Disclosure Schedule and remain in full force and effect, and have not been revoked, suspended, cancelled or modified in any adverse way, and are not subject to any conditions or requirements that are not generally imposed by the FCC or the issuing state communications regulatory agency upon the holders of such Government Approvals. (b) The Verizon DSL Business is businesses of NorthPoint and its Subsidiaries are not being operated conducted in violation of any statute, law, ordinance, regulation, judgment, order or decree of any Governmental Entity (including any stock exchange or other self-regulatory body) ("Legal Requirements Requirements"), or in violation of any Government Approvals or other permits, franchises, licenses, authorizations, certificates, variances, exemptions, orders, registrations or consents that are granted by any Governmental Entity (including any stock exchange or other self-regulatory body) ("Permits"), except for possible violations none of which, individually or in the aggregate, may reasonably be expected to have a Material Adverse Effect on the Verizon DSL BusinessNorthPoint. No investigation or review by any Governmental Entity (including any stock exchange or other self-regulatory body) with respect to Verizon NorthPoint or its Subsidiaries in relation to any alleged violation of law or regulation is pending or, to VerizonNorthPoint's knowledge, threatened, nor has any Governmental Entity (including any stock exchange or other self-regulatory body) indicated an intention to conduct the same, except for such investigations which, if they resulted in adverse findings, would not have, individually or in the aggregate, a Material Adverse Effect on the Verizon DSL BusinessNorthPoint. Except as set forth in Section 5.5 4.9 of the Verizon NorthPoint Disclosure Schedule, neither Verizon NorthPoint nor any of its Subsidiaries is subject to any cease and desist or other order, judgment, injunction or decree issued by, or is a party to any written or oral Agreement, consent or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has adopted any board resolutions at the request of, any Governmental Entity that materially restricts the ownership or operation conduct of the Verizon DSL Business its business or which may reasonably be expected to have a Material Adverse Effect on the Verizon DSL BusinessNorthPoint, nor has Verizon NorthPoint or any of its Subsidiaries been advised that any Governmental Entity is considering issuing or requesting any of the foregoing.

Appears in 1 contract

Samples: Merger Agreement (Bell Atlantic Corp)

Permits; No Violation of Law. (a) Verizon or one or more The businesses of its Subsidiaries have all Governmental Approvals necessary for the operation of the Verizon DSL Business, except for those Government Approvals the absence of which, individually or in the aggregate, would not have a Material Adverse Effect on the Verizon DSL Business. All material Government Approvals granted to Verizon LifeMinders and its Subsidiaries with respect to the Verizon DSL Business are listed in Section 5.5 of the Verizon Disclosure Schedule and remain in full force and effect, and have not been revoked, suspended, cancelled or modified in any adverse way, and are not subject to any conditions or requirements that are not generally imposed by the FCC or the issuing state communications regulatory agency upon the holders of such Government Approvals. (b) The Verizon DSL Business is not being operated conducted in violation of any statute, law, ordinance, regulation, judgment, order or decree of any Governmental Entity (including any stock exchange or other self-regulatory body) ("Legal Requirements Requirements"), or in violation of any permits, franchises, licenses, authorizations, certificates, variances, exemptions, orders, registrations or consents that are granted by any Governmental Entity (including any stock exchange or other self-regulatory body) ("Permits"), except for possible violations none of which, individually or in the aggregate, may reasonably be expected to have a Material Adverse Effect on the Verizon DSL BusinessLifeMinders. No investigation or review by any Governmental Entity (including any stock exchange or other self-regulatory body) with respect to Verizon LifeMinders or its Subsidiaries in relation to any alleged violation of law or regulation is pending or, to Verizon's LifeMinders' knowledge, threatened, nor has any Governmental Entity (including any stock exchange or other self-regulatory body) indicated an intention to conduct the same, except for such investigations which, if they resulted in adverse findings, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Verizon DSL BusinessLifeMinders. Except as set forth in Section 5.5 of the Verizon Disclosure Schedule, neither Verizon Neither LifeMinders nor any of its Subsidiaries is subject to any cease and desist or other order, judgment, injunction or decree issued by, or is a party to any written or oral Agreementagreement, consent agreement or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has adopted any board resolutions at the request of, any Governmental Entity that materially restricts the ownership or operation conduct of the Verizon DSL Business its business or which may reasonably be expected to have a Material Adverse Effect on the Verizon DSL BusinessLifeMinders, nor has Verizon LifeMinders or any of its Subsidiaries been advised that any Governmental Entity is considering issuing or requesting any of the foregoing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Lifeminders Inc)

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Permits; No Violation of Law. (a) Verizon or one or more of NorthPoint and its Subsidiaries have all Federal Communications Commission ("FCC") licenses and authorizations and all state governmental authorizations and certificates, and have filed all required federal and state notifications (all of the above being collectively referred to as "Governmental Approvals Approvals") necessary for the operation of their currently conducted telecommunications businesses in the Verizon DSL BusinessUnited States, except for those Government Approvals the absence of which, individually or in the aggregate, would not have a Material Adverse Effect on the Verizon DSL BusinessNorthPoint. All material Government Governmental Approvals granted to Verizon NorthPoint and its Subsidiaries with respect to the Verizon DSL Business are listed in Section 5.5 4.9 of the Verizon NorthPoint Disclosure Schedule and remain in full force and effect, and have not been revoked, suspended, cancelled or modified in any adverse way, and are not subject to any conditions or requirements that are not generally imposed by the FCC or the issuing state communications regulatory agency upon the holders of such Government Approvals. (b) The Verizon DSL Business is businesses of NorthPoint and its Subsidiaries are not being operated conducted in violation of any statute, law, ordinance, regulation, judgment, order or decree of any Governmental Entity (including any stock exchange or other self-regulatory body) ("Legal Requirements Requirements"), or in violation of any Government Approvals or other permits, franchises, licenses, authorizations, certificates, variances, exemptions, orders, registrations or consents that are granted by any Governmental Entity (including any stock exchange or other self- regulatory body) ("Permits"), except for possible violations none of which, individually or in the aggregate, may reasonably be expected to have a Material Adverse Effect on the Verizon DSL BusinessNorthPoint. No investigation or review by any Governmental Entity (including any stock exchange or other self-regulatory body) with respect to Verizon NorthPoint or its Subsidiaries in relation to any alleged violation of law or regulation is pending or, to VerizonNorthPoint's knowledge, threatened, nor has any Governmental Entity (including any stock exchange or other self-regulatory body) indicated an intention to conduct the same, except for such investigations which, if they resulted in adverse findings, would not have, individually or in the aggregate, a Material Adverse Effect on the Verizon DSL BusinessNorthPoint. Except as set forth in Section 5.5 4.9 of the Verizon NorthPoint Disclosure Schedule, neither Verizon NorthPoint nor any of its Subsidiaries is subject to any cease and desist or other order, judgment, injunction or decree issued by, or is a party to any written or oral Agreement, consent or memorandum of understanding with, or is a party to any commitment letter or similar undertaking to, or is subject to any order or directive by, or has adopted any board resolutions at the request of, any Governmental Entity that materially restricts the ownership or operation conduct of the Verizon DSL Business its business or which may reasonably be expected to have a Material Adverse Effect on the Verizon DSL BusinessNorthPoint, nor has Verizon NorthPoint or any of its Subsidiaries been advised that any Governmental Entity is considering issuing or requesting any of the foregoing.

Appears in 1 contract

Samples: Merger Agreement (Northpoint Communications Group Inc)

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