Ability to Conduct the Business. There is no agreement, arrangement or understanding, nor any judgment, order, writ, injunction or decree of any court or governmental or regulatory body, agency or authority applicable to the Company or to which the Company is a party or by which it (or any of its properties or assets) is bound, that will prevent the use by the Surviving Corporation, after the Effective Time, of the properties and assets owned by, the business conducted by or the services rendered by the Company on the date hereof, in each case on substantially the same basis as the same are used, owned, conducted or rendered on the date hereof. The Company has in force and is in compliance with all governmental permits, licenses, exemptions, consents, authorizations and approvals used in or required for the conduct of their business as presently conducted, all of which shall continue in full force and effect, without requirement of any filing or the giving of any notice and without modification thereof, following the consummation of the transactions contemplated hereby. The Company has not received any notice of, and to the knowledge of the Company or any Shareholder, there are no inquiries, proceedings or investigations relating to or which could result in the revocation or modification of any such permit, license, exemption, consent, authorization or approval.
Ability to Conduct the Business. Except as may be disclosed in Schedule 3.14 hereto, there is no agreement, arrangement or understanding, nor any judgment, order, writ, injunction or decree of any court or any governmental body or agency thereof that could prevent the use by the Company or any Subsidiary of their properties and assets or the conduct by them of their businesses as of the Closing Date. Schedule 3.14 sets forth a list of all permits, licenses, certificates, approvals and other authorizations required by the Company and its Subsidiaries in connection with the operation of their respective businesses as presently conducted, all such permits, licenses, certificates, approvals and other authorizations are in force and the Company or the relevant Subsidiary, as the case may be, has complied with all of the conditions and requirements imposed by the terms thereof. Neither the Company nor any Subsidiary has received any notice of, and neither the Company nor any Subsidiary has any knowledge of, any intention on the part of any appropriate authority to cancel, revoke or modify, or any inquiries, proceedings or investigations the purpose or possible outcome of which is the cancellation, revocation or modification of any such material permit, license, certificate, authorization or approval, except as set forth on Schedule 3.14. Except as set forth in Schedule 3.14, all such permits, licenses, certificates, authorizations and approvals shall remain in full force and effect, without the requirement of any filing or the giving of any notice, and without any modification thereof, upon the consummation of the transactions contemplated by this Agreement.
Ability to Conduct the Business. (a) There is no agreement, arrangement or understanding, nor any judgment, order, writ, injunction or decree of any court or governmental or regulatory body, agency or authority applicable to the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party or by which it (or any of its properties or assets) is bound, that will prevent the use by the Company, after the Closing Date, of the properties and assets owned, leased or used by, the business conducted by or the services rendered by the Company and its Subsidiaries on the date hereof, in each case on substantially the same basis as the same are used, owned, conducted or rendered on the date hereof. Each of the Company and its Subsidiaries has in force, and is in compliance in all material respects with all governmental permits, licenses, exemptions, consents, authorizations and approvals used in or required for the conduct of its business as presently conducted, all of which, except as set forth in Schedule 3.15 or as the failure to so remain in force would not have a Company Material Adverse Effect, shall continue in full force and effect, without requirement of any filing or the giving of any notice and without modification thereof, following the consummation of the transactions contemplated under the Transaction Agreements. Neither the Company nor any of its Subsidiaries has received any written notice of, and to the knowledge of the Company, there are no inquiries, proceedings or investigations relating to or which could result in, the revocation or modification of any such permit, license, exemption, consent, authorization or approval.
(b) There is no agreement (noncompete or otherwise), commitment, judgment, injunction, order or decree to which the Company or any of its Subsidiaries is a party or otherwise binding upon the Company or any of its Subsidiaries (other than decrees, governmental orders, laws, rules and regulations of general applicability to which the Company or any of its Subsidiaries are subject) which has the effect of prohibiting or impairing any line of business or business practice, including, without limitation, the licensing of any product of the Company or any of its Subsidiaries, any acquisition of property (tangible or intangible) by the Company or any of its Subsidiaries or the conduct of business by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is a party to and is not currently bound by any a...
Ability to Conduct the Business. None of Chem-Con, its Subsidiaries, the Sullivans nor the Xxxxxxxx Trusts is subject to, or bound by, any judgment, order, writ, injunction or decree of any court or of any governmental body or agency or of any arbitrator which could prevent the execution, delivery or performance of this Agreement or the use by Chem-Con or its Subsidiaries of assets owned, leased or used by Chem-Con or its Subsidiaries, or the conduct of Chem-Con or its Subsidiaries's business, as presently conducted by Chem-Con or its Subsidiaries, in accordance with present practices, after the Closing. None of Chem-Con or its Subsidiaries, the Sullivans nor the Xxxxxxxx Trusts is a party to, bound by, or a beneficiary of, any agreement which could prevent the use of assets material to Chem-Con or its Subsidiaries or the conduct of business as currently conducted by Chem-Con or its Subsidiaries in each case after the Closing.
Ability to Conduct the Business. Except as set forth in Schedule 2.13, as of the date hereof there is no contract, nor any judgment, order, writ, injunction or decree that by its terms prevents or would reasonably be expected to prevent the use by the Corporation of the Assets or the conduct by the Corporation of the Business after the Closing Date.
Ability to Conduct the Business. To Buyer’s knowledge, Buyer has, or does not have any impediment preventing Buyer from promptly obtaining, all licenses, permits, certificates of authority, authorizations, approvals or consents required to conduct the Business from and after the Closing.
Ability to Conduct the Business. None of Chem-Met, the Sullivans nor the Xxxxxxxx Trusts is subject to, or bound by, any judgment, order, writ, injunction or decree of any court or of any governmental body or agency or of any arbitrator which could prevent the execution, delivery or performance of this Agreement or the use by Chem-Met of assets owned, leased or used by Chem-Met, or the conduct of Chem-Met's business, as presently conducted by Chem-Met, in accordance with present practices, after the Closing. None of Chem-Met, the Sullivans nor the Xxxxxxxx Trusts is a party to, bound by, or a bene- ficiary of, any agreement which could prevent the use of assets material to Chem-Met or the conduct of business as currently conducted by Chem-Met in each case after the Closing.
Ability to Conduct the Business. The Skyline Trust is not subject to, or bound by, any judgment, order, writ, injunction or decree of any court, or of any governmental body, including the SEC, or of any arbitrator, that, after the Closing Date, would prevent the conduct of business material to the Skyline Trust in accordance with current practice or have a Material Adverse Effect on any Skyline Fund.
Ability to Conduct the Business. Except as may be disclosed in Section 3.11(b), 3.11(c), 3.15(a)(ix) or 3.15(a)(x) of the Disclosure Schedule, there is no agreement, arrangement or understanding, nor any judgment, order, writ, injunction or decree of any court or any governmental body or agency thereof that could prevent the use by the Company or any Subsidiary of any of their material properties and assets or the conduct by the Company or any Subsidiary of their businesses in any material respect.
Ability to Conduct the Business. The Fund is not subject to or bound by any judgment, order, writ, injunction, or decree of any court or of any governmental body, including the Commission, or of any arbitrator, that, now or after the Closing Date would prevent the conduct of the business material to the Fund in accordance with its current practices.
