Common use of Purchase Permitted by Applicable Laws; Legal Investment Clause in Contracts

Purchase Permitted by Applicable Laws; Legal Investment. Parent’s purchase of and payment for the Purchased Assets (i) shall not be prohibited by any applicable law or governmental order, rule, ruling, regulation, release or interpretation, (ii) shall not subject Parent or Buyer to any penalty, Tax, liability or, in the reasonable judgment of Parent or Buyer, any other onerous condition under or pursuant to any applicable law, statute, ordinance, regulation or rule, (iii) shall not constitute a fraudulent or voidable conveyance under any applicable law, and (iv) shall be permitted by all applicable laws, statutes, ordinances, regulations and rules of the jurisdictions to which Parent or Buyer is subject.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Marchex Inc), Asset Purchase Agreement (Marchex Inc), Asset Purchase Agreement (Marchex Inc)

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Purchase Permitted by Applicable Laws; Legal Investment. ParentBuyer’s purchase of and payment for the Purchased Assets (i) shall not be prohibited by any applicable law or governmental order, rule, ruling, regulation, release or interpretation, (ii) shall not subject Parent or Buyer to any penalty, Tax, liability or, in the reasonable judgment of Parent or Buyer, any other onerous condition under or pursuant to any applicable law, statute, ordinance, regulation or rule, (iii) shall not constitute a fraudulent or voidable conveyance under any applicable law, and (iv) shall be permitted by all applicable laws, statutes, ordinances, regulations and rules of the jurisdictions to which Parent or Buyer is subject.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Marchex Inc), Asset Purchase Agreement (Marchex Inc)

Purchase Permitted by Applicable Laws; Legal Investment. Parent’s and Buyer’s purchase of and payment for the Purchased Assets (i) shall not be prohibited by any applicable law or governmental order, rule, ruling, regulation, release or interpretation, (ii) shall not subject Parent or Buyer to any penalty, Tax, liability or, in the reasonable judgment of Parent or Buyer, any other onerous condition under or pursuant to any applicable law, statute, ordinance, regulation or rule, (iii) shall not constitute a fraudulent or voidable conveyance under any applicable law, and (iv) shall be permitted by all applicable laws, statutes, ordinances, regulations and rules of the jurisdictions to which Parent or Buyer is subject.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Marchex Inc), Asset Purchase Agreement (Marchex Inc)

Purchase Permitted by Applicable Laws; Legal Investment. ParentThe Buyer’s purchase of and payment for the Purchased Assets Interests (i) shall not be prohibited by any applicable law Law or governmental order, rule, ruling, regulation, release or interpretation, (ii) shall not subject Parent or the Buyer to any penalty, Tax, liability Liability or, in the reasonable judgment of Parent or the Buyer, any other onerous condition under or pursuant to any applicable lawLaw, statute, ordinance, regulation or rule, (iii) shall not constitute a fraudulent or voidable conveyance under any applicable lawLaw, and (iv) shall be permitted by all applicable lawsLaws, statutes, ordinances, regulations and rules of the jurisdictions to which Parent or the Buyer is subject.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Revolution Lighting Technologies, Inc.), Membership Interest Purchase Agreement (Revolution Lighting Technologies, Inc.)

Purchase Permitted by Applicable Laws; Legal Investment. ParentThe Buyer’s purchase of and payment for the Purchased Assets Shares (i) shall not be prohibited by any applicable law Law or governmental order, rule, ruling, regulation, release or interpretation, (ii) shall not subject the Parent or the Buyer to any penalty, Tax, liability Liability or, in the reasonable judgment of the Parent or the Buyer, any other onerous condition under or pursuant to any applicable lawLaw, statute, ordinance, regulation or rule, (iii) shall not constitute a fraudulent or voidable conveyance under any applicable lawLaw, and (iv) shall be permitted by all applicable lawsLaws, statutes, ordinances, regulations and rules of the jurisdictions to which the Parent or the Buyer is subject.

Appears in 1 contract

Samples: Share Purchase Agreement (Marchex Inc)

Purchase Permitted by Applicable Laws; Legal Investment. Parent’s Buyer's purchase of and payment for the Purchased Assets and the Enviro-Safe (iNE) Stock (a) shall not be prohibited by any applicable law or governmental order, rule, ruling, regulation, release or interpretation, (iib) shall not subject Parent or Buyer to any penalty, Tax, liability or, in the Buyer's reasonable judgment of Parent or Buyerjudgment, any other onerous condition under or pursuant to any applicable law, statute, ordinance, regulation or rule, (iiic) shall not constitute a fraudulent or voidable conveyance under any applicable law, law and (ivd) shall be permitted by all applicable laws, statutes, ordinances, regulations and rules of the jurisdictions to which Parent or Buyer is subject.

Appears in 1 contract

Samples: Asset and Stock Purchase Agreement (Gs Enviroservices, Inc.)

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Purchase Permitted by Applicable Laws; Legal Investment. ParentBuyer’s purchase of and payment for the Purchased Assets (i) shall not be prohibited by any applicable law or governmental order, rule, ruling, regulation, release or interpretation, (ii) shall not subject Parent or Buyer to any penalty, Tax, liability or, in the Buyer’s reasonable judgment of Parent or Buyerjudgment, any other onerous condition under or pursuant to any applicable law, statute, ordinance, regulation or rule, (iii) shall not constitute a fraudulent or voidable conveyance under any applicable law, law and (iv) shall be permitted by all applicable laws, statutes, ordinances, regulations and rules of the jurisdictions to which Parent or Buyer is subject.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ml Macadamia Orchards L P)

Purchase Permitted by Applicable Laws; Legal Investment. ParentThe Buyer’s purchase of and payment for the Purchased Assets Company Equity Securities (i) shall not be prohibited by any applicable law Law or governmental order, rule, ruling, regulation, release or interpretation, (ii) shall not subject Parent or the Buyer to any material penalty, Tax, liability Liability or, in the reasonable judgment of Parent or the Buyer, any other onerous condition under or pursuant to any applicable lawLaw, statute, ordinance, regulation or rule, (iii) shall not constitute a fraudulent or voidable conveyance under any applicable lawLaw, and (iv) shall be permitted by all applicable lawsLaws, statutes, ordinances, regulations and rules of the jurisdictions to which Parent or the Buyer is subject.

Appears in 1 contract

Samples: Equity Purchase Agreement (Marchex Inc)

Purchase Permitted by Applicable Laws; Legal Investment. ParentThe Buyer’s purchase of and payment for the Purchased Assets Shares (i) shall not be prohibited by any applicable law Law or governmental order, rule, ruling, regulation, release or interpretation, (ii) shall not subject Parent or the Buyer to any penalty, Tax, liability Liability or, in the reasonable judgment of Parent or the Buyer, any other onerous condition under or pursuant to any applicable lawLaw, statute, ordinance, regulation or rule, (iii) shall not constitute a fraudulent or voidable conveyance under any applicable lawLaw, and (iv) shall be permitted by all applicable lawsLaws, statutes, ordinances, regulations and rules of the jurisdictions to which Parent or the Buyer is subject.

Appears in 1 contract

Samples: Share Purchase Agreement (Marchex Inc)

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