Compliance with Laws; Litigation. (a) Each Seller is in compliance with all Laws of or from Governmental Bodies applicable to the Business and the Acquired Assets.
(b) There are no Actions pending or, to Sellers’ Knowledge, threatened, against a Seller or any of its officers, managers, Employees or members in their capacity as such, with respect to the Business, the Acquired Assets or the Assumed Contracts. No Seller is subject to any order (consent or other), judgment, decree, injunction or stipulation of or with any court or other Governmental Body that names such Seller and imposes a material ongoing obligation with respect to the operation of the Business and the Acquired Assets.
(c) There are no Actions pending or, to Seller’s Knowledge, threatened by or against Seller with respect to this Agreement or any of the Transaction Agreements, or in connection with the transactions contemplated hereby or thereby, that would reasonably be expected to prevent or materially delay the consummation by Sellers of the transactions contemplated hereby or thereby or would reasonably be expected individually or in the aggregate to have a Material Adverse Effect.
Compliance with Laws; Litigation. Except as described in the CCA Disclosure Schedule or in the Prison Realty Filed SEC Documents, there are no claims, actions, suits, arbitration, grievances, proceedings or investigations pending or, to CCA's knowledge, threatened, against CCA or any Subsidiary, or any properties or rights of CCA or any Subsidiary, or any officers or directors of CCA or any Subsidiary in their capacity as such, by or before any Governmental Entity which, individually or in the aggregate, is reasonably likely to have a material adverse effect on CCA or prevent, materially delay or intentionally delay the ability of CCA to consummate the transactions contemplated hereby. Neither CCA nor its Subsidiaries is subject to any judgment, order or decree which could reasonably be expected to result in a material adverse effect. Each of CCA and its Subsidiaries has at all times operated and currently operates its business in conformity in all material respects with all applicable statutes, common laws, ordinances, decrees, orders, rules and regulations of Governmental Entities. Each of CCA and its Subsidiaries has all licenses, approvals or consents to operate its businesses in all locations in which such businesses are currently being operated, and to its knowledge is not aware of any existing or imminent matter which may materially adversely impact its operations or business prospects other than as specifically disclosed in the CCA Disclosure Schedule. CCA and each Subsidiary have not failed to file with the applicable regulatory authorities any material statements, reports, information or forms required by all applicable laws, regulations or orders, all such filings or submissions were in material compliance with applicable laws when filed, and no material deficiencies have been asserted by any regulatory commission, agency or authority with respect to such filings or submissions. CCA and each Subsidiary have not failed to maintain in full force and effect any material licenses, registrations or permits necessary or proper for the conduct of its or their business, or received any notification that any revocation or limitation thereof is threatened or pending, and there is not to the knowledge of CCA pending any change under any law, regulation, license or permit which would materially adversely affect the business, operations, property or business prospects of CCA. CCA and each Subsidiary have not received any notice of violation of or been threatened with a charge of violating an...
Compliance with Laws; Litigation. (a) Except as set forth on Schedule 3.6(a) and except as would not materially impair, delay or prevent the consummation by any of the Sellers of the transactions contemplated hereby, Sellers are in material compliance with all Laws and Orders applicable to the Business or the Acquired Assets.
(b) Except as set forth on Schedule 3.6(b), no Order that names a Seller and is related to the Business or the Acquired Assets is in effect and that imposes a material obligation on the ongoing conduct of the Business (including the operation of the Network). Except as set forth on Schedule 3.6(b), Sellers have not entered into any agreement to settle or compromise any Action pending or threatened against them which has involved any obligation other than the payment of money or for which Sellers have any continuing obligation. Except for individual Actions having an amount in controversy, and which could not reasonably result in a Loss of, greater than $200,000, and except as set forth on Schedule 3.6(b), there are no Actions pending (to Sellers' Knowledge with respect to investigations of Governmental Bodies) or, to Sellers' Knowledge, threatened, against or affecting Sellers or any of their officers, directors, employees, agents or stockholders in their capacity as such, in each case with respect to the Business or the Acquired Assets, and to Sellers' Knowledge, there are no facts or circumstances which may give rise to any of the foregoing.
(c) There are no Actions pending (to Sellers' Knowledge with respect to investigations of Government Bodies) or, to Sellers' Knowledge, threatened by or against Sellers with respect to this Agreement or any of the Collateral Agreements, or in connection with the transactions contemplated hereby or thereby, and Sellers have no reason to believe there is a valid basis for any such Action.
Compliance with Laws; Litigation. Except (i) for the matters covered by the representations set forth in Sections 7.11 (Intellectual Property), 7.14 (Government Approvals; No Registration), 7.18 (ERISA), 7.19 (Environmental Matters) and 7.22 (Investment Company), as to which the representations in Sections 7.12(a) and 7.12(b) shall not apply, and (ii) as set forth in Schedule 7.12:
(a) The assets of the Company and its Subsidiaries and their uses comply with all applicable Requirements of Laws and Court Orders, except where the failure to do so could not be reasonably expected to have a Material Adverse Effect.
(b) The Company and its Subsidiaries have complied with all Requirements of Laws and Court Orders that are applicable to their respective assets or businesses, except where the failure to do so could not be reasonably expected to have a Material Adverse Effect.
(c) The Company and its Subsidiaries own, hold or possess all necessary permits, licenses, franchises and other authorizations from a Governmental Authority required to conduct their respective businesses substantially as conducted presently, except where the failure to do so could not be reasonably expected to have a Material Adverse Effect; and neither the Company nor any of its Subsidiaries is in default in any material respect under any such permit, license, franchise or other authorization.
(d) There are no civil, criminal, administrative or regulatory lawsuits, claims, suits, proceedings, arbitrations or investigations pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries or affecting in any material respect its or their properties or assets nor, to the Knowledge of the Company, is there any basis for any of the same, and there are no lawsuits, claims or proceedings pending or threatened in which the Company or any of its Subsidiaries is the plaintiff or claimant.
(e) There are no civil, criminal, administrative or regulatory lawsuits, claims, suits, proceedings, arbitrations or investigations pending or, to the Knowledge of the Company, threatened against the executive officers of the Company or any of its Subsidiaries by reason of the past employment relationship of any such officer.
(f) To the Knowledge of the Company, no legislative or regulatory proposal or other proposal for any change in any Requirement of Law, in each case which is specifically focused on the industries in which the Company or any of its Subsidiaries operates, is pending which, if adopted, could a...
Compliance with Laws; Litigation. The Purchased Assets and their -------------------------------- uses comply with, and Seller with respect to the Purchased Assets and the operation of the Business and the Centers is in compliance with, all applicable laws, regulations, rules, or ordinances of, and all applicable judgments, writs, decrees, injunctions and orders of, any foreign, federal, state, local or other governments or court or governmental departments, commissions, bureaus, agencies or instrumentalities, including, without limitation, applicable Environmental Laws (as hereinafter defined). Seller is not, with respect to the Business, the Centers or the Purchased Assets, subject to any judgments, writs, decrees, injunctions or orders of any foreign, federal, state or local government or court or governmental department, commission, bureau, agency or instrumentality. Except as set forth on Schedule 2.9 hereto, there is no suit, action, ------------ administrative proceeding, arbitration or other proceeding or governmental investigation, including any medical board or similar professional body proceeding, involving Seller, the Stockholders or the Centers (including any medical professionals practicing at the Centers, whether or not the proceeding involves activities performed at the Centers) pending or, to the best knowledge of Seller and the Stockholders, threatened against Seller or the Stockholders or otherwise with respect to the Business, the Centers or the Purchased Assets (including, without limitation, any claim for malpractice) nor is there any basis for any of the same, and there are no suits, actions, administrative proceedings, arbitrations or other proceedings or investigations pending in which Seller or any of the Stockholders is the plaintiff or claimant relating to the Purchased Assets, the Business or the Centers. There is no suit, action, administrative proceeding, arbitration or governmental investigation involving Seller, the Stockholders, or the Centers pending or, to the best knowledge of Seller and the Stockholders, threatened, which questions the legality, validity or propriety of the transactions contemplated by this Agreement. As used herein, "Environmental ------------- Laws" mean all federal, state or local statutes, laws, codes, rules, ---- regulations, ordinances, orders, standards, permits, licenses or requirements (including consent decrees, 26 judicial decisions and administrative orders), presently in force, as amended or reauthorized, pertaining to the...
Compliance with Laws; Litigation. The Purchased Assets have been used by the Seller in compliance with all applicable laws, rules, regulations, ordinances, decrees, orders, injunctions, judgments, permits and licenses of any Governmental Bodies. There have not been within the three (3) years prior to the execution of this Agreement and there are presently no litigation, arbitration or administrative proceedings current or pending or threatened against or by the Seller, which might have an adverse effect on the Purchased Assets (whether financial or otherwise), or that purports to affect the legality, validity, binding effect or enforceability of this Agreement and that there are no governmental investigations or notices of violation or non-compliance under any permits or licenses or otherwise under applicable law pending or, threatened against the Seller with regard to the Purchased Assets.
Compliance with Laws; Litigation. Except as set forth on Schedule 3.7, the Acquired Assets have been used by Seller and its Subsidiaries in compliance in all material respects with all applicable laws, rules, regulations, ordinances, decrees, orders, injunctions, judgments, permits and licenses of or from Governmental Bodies. Except as set forth on Schedule 3.7, there have not been within the last four years any, and presently there are no pending, claims, actions, suits, proceedings of any kind whatsoever asserted by any Third Parties or any governmental investigations or notices of violation or non-compliance under any permits or licenses or otherwise under applicable law pending or, to Seller’s knowledge, threatened against Seller or any of its Subsidiaries with regard to the Acquired Assets or the Acquired Business. The matter referred to on Schedule 3.7(b) only applies to products manufactured in Seller and its Subsidiaries’ manufacturing facilities.
Compliance with Laws; Litigation. (a) Except as would not reasonably be expected to be material to the Program, the Acquired Assets or the Product, (i) neither Aeglea nor any of its Subsidiaries is in violation of any applicable Law relating to the Program, the Product, the Acquired Assets or the Assumed Liabilities, (ii) except as set forth on Schedule 4.9, all governmental licenses, permits, approvals and authorizations employed in, or necessary to the ongoing operation of the Program as currently conducted, are in full force and effect and (iii) neither Aeglea nor any of its Subsidiaries has received any communication from any Governmental Authority relating to any violation of any applicable Law in connection with the Acquired Assets, Assumed Liabilities, the Product or the operation of the Program.
(b) The Program has been conducted and developed, and the Product been manufactured, processed, tested and stored, in accordance with all applicable Laws, rules and regulations, in all material respects.
(c) There is no Legal Proceeding pending against, or to the knowledge of Aeglea or any of its Subsidiaries, threatened against or affecting, the Acquired Assets or relating to the Acquired Assets or the Program before any arbitrator or any Governmental Authority, and there are no outstanding Orders, injunctions or decrees of any Governmental Authority that apply to or otherwise relate to the Acquired Assets or the Program (or that will apply to Immedica after Closing) that restrict the ownership, disposition or use of the Acquired Assets or the Product, or the conduct of the Program.
Compliance with Laws; Litigation. (a) The Company and its Subsidiaries are, and have been since December 31, 2013, in compliance in all respects with all applicable Laws, except as would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has in the past three (3) years, received any written notice of any failure to comply with applicable Law, which failure to comply has not been remedied, except as would not, individually or in the aggregate, have a Material Adverse Effect.
(b) Neither the Company nor its Subsidiaries nor any officers, directors or employees of the Company or its Subsidiaries nor any agents, representatives, or other persons associated with or acting on behalf of the Company or its Subsidiaries have, directly or indirectly, (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful payments relating to political activity, or failed to disclose fully any such contributions, in each case in violation of Law, (ii) given, offered, promised, conspired or authorized to give, any money or thing of value to any Government Official for the purpose of influencing an act or decision of the Government Official, or inducing the Government Official to use his or her influence or position to affect any government act or decision relating in any way to the business of the Company, in violation of applicable Anti-Corruption Laws; or (iii) given, offered, promised, conspired or authorized to give, any money or thing of value to any Person (Government Official or private party) in violation of any applicable Anti-Corruption Laws, in the past five (5) years. Neither the Company nor its Subsidiaries have received any communication from a Governmental Entity that alleges that the Company or its Subsidiaries, or any of the officers, directors, employees, agents, or representatives of the Company or its Subsidiaries, or any other person associated with or acting on behalf of the Company or its Subsidiaries, is or may be in violation of, or has, or may have, any unresolved liability under, any applicable Anti-Corruption Laws. The Company and its Subsidiaries maintain policies and procedures reasonably designed to ensure compliance with all applicable Anti-Corruption Laws.
(c) There is no Action pending, or, to the Knowledge of the Company, threatened, against, or affecting, the Company or any of its Subsidiaries, or any of their respective properties or rights, which has had, individually or in the aggre...
Compliance with Laws; Litigation. (a) Neither the Company nor any of its subsidiaries is in violation of any federal, state or local law, statute, ordinance, rule, regulation, order, judgment, ruling or decree ("Laws") of any federal, state or local judicial, legislative, executive, administrative or regulatory body or authority or any court, arbitration, board or tribunal ("Governmental Entity") applicable to the Company or any of its subsidiaries, or any of their properties or assets, except for violations which would not, either individually or in the aggregate, have a Material Adverse Effect. Each of the Company and its subsidiaries holds and is in compliance with all permits, certificates, licenses, approvals, registrations and authorizations required under all Laws (including without limitation those relating to environmental protection, occupational safety and health, equal employment practices and fair trade practices) in connection with its business ("Permits"), all of which Permits are in full force and effect, except where the failure to hold such Permits or be in compliance would not, either individually or in the aggregate, have a Material Adverse Effect.
(b) There are no claims, actions, suits, proceedings, arbitrations, investigations or audits (collectively, "Litigation") by a third party other than a Governmental Entity pending or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries, at law or in equity, other than those in the ordinary course of business which would not, either individually or in the aggregate, have a Material Adverse Effect. There is no Litigation by a Governmental Entity pending or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries. No Governmental Entity has indicated in writing or, to the knowledge of the Company, verbally, an intention to conduct any audit, investigation or other review with respect to the Company or any of its subsidiaries which investigation or review, if adversely determined, would, either individually or in the aggregate, have a Material Adverse Effect.
