Common use of Compliance; Governmental Authorizations Clause in Contracts

Compliance; Governmental Authorizations. Except as set forth on Schedule 4.23, the Company has complied within the last five (5) years and is presently in compliance in all material respects with all material Federal, state, local or foreign laws, ordinances, regulations and orders applicable to it or its business, including, without limitation, the Environmental Authorities, all Federal and state securities or "blue sky" laws, and all laws and regulations relating to occupational safety and health and the environment. Except as set forth on Schedule 4.23, the Company has all material authorizations, security clearances, consents, approvals, licenses and permits necessary to be obtained from Governmental Authorities in the conduct of its business as presently conducted and as currently proposed by the Company to be conducted, such authorizations, consents, approvals, licenses and permits are in full force and effect, no violations are or have been recorded in respect of any thereof and no proceeding is pending or, to the best knowledge of the Company, or threatened to revoke or limit any thereof. All of the Company's full-time and temporary personnel who provide services in a manner or of the type that require specific certifications or clearances have provided such services at all times while having such certifications or clearances in full force and effect. Neither the Company has nor, to the knowledge of the Company, any of its full-time or part-time personnel have, with respect to each of their activities, actions, or services for or on behalf of the Company, has been cited or alleged by the Environmental Authorities or other regulatory authority within the last five (5) years as failing to comply with regulatory requirements or guidelines.

Appears in 4 contracts

Samples: Agreement and Plan of Reorganization (Wireless Telecom Group Inc), Agreement and Plan of Reorganization (Wireless Telecom Group Inc), Agreement and Plan of Reorganization (Boonton Electronics Corp)

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Compliance; Governmental Authorizations. Except as set forth on Schedule 4.23To the best knowledge of --------------------------------------- Parent, the Company Parent has complied within the last five (5) years and is presently in compliance in all material respects with all material Federal, state, local or foreign laws, ordinances, regulations and orders applicable to it or its business, including, without limitation, the Environmental AuthoritiesFDA, all Federal and state securities or "blue sky" laws, laws and all laws and regulations relating to occupational safety and health and the environment. Except as set forth on Schedule 4.23To the best knowledge of Parent, the Company Parent has all material Federal, state, local and foreign governmental authorizations, security clearances, consents, approvals, licenses and permits necessary to be obtained from Governmental Authorities in the conduct of its business as presently conducted and as currently proposed by the Company to be conducted, such authorizations, consents, approvals, licenses and permits are in full force and effect, no material violations are or have been recorded in respect of any thereof and no proceeding is pending or, to the best knowledge of the CompanyParent, or threatened to revoke or limit any thereof. All To the best knowledge of the CompanyParent, all of Parent's full-time and temporary personnel who provide services in a manner or of the type that require specific certifications or clearances have provided such services at all times while having such certifications or clearances in full force and effect. Neither the Company has Parent nor, to the best knowledge of the CompanyParent, any of its full-time or part-time personnel have, with respect to each of their activities, actions, or services for or on behalf of the Company, has been cited or alleged by the Environmental Authorities FDA or other regulatory authority within the last five (5) years as failing to comply with regulatory requirements or guidelinesguidelines in the performance of services.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cardiac Control Systems Inc)

Compliance; Governmental Authorizations. Except as set forth on Schedule 4.23To the best knowledge of --------------------------------------- the Company, the Company has complied within the last five (5) years and is presently in compliance in all material respects with all material Federal, state, local or foreign laws, ordinances, regulations and orders applicable to it or its business, including, without limitation, the Environmental AuthoritiesFood and Drug Administration of the United States Department of Health and Human Services ("FDA"), all Federal and state securities or "blue sky" laws, laws and all laws and regulations relating to occupational safety and health and the environment. Except as set forth on Schedule 4.23To the best knowledge of the Company, the Company has all material Federal, state, local and foreign governmental authorizations, security clearances, consents, approvals, licenses and permits necessary to be obtained from Governmental Authorities in the conduct of its business as presently conducted and as currently proposed by the Company to be conducted, such authorizations, consents, approvals, licenses and permits are in full force and effect, no material violations are or have been recorded in respect of any thereof and no proceeding is pending or, to the best knowledge of the Company, or threatened to revoke or limit any thereof. All To the best knowledge of the Company, all of the Company's full-time and temporary personnel who provide services in a manner or of the type that require specific certifications or clearances have provided such services at all times while having such certifications or clearances in full force and effect. Neither the Company has nor, to the best knowledge of the Company, any of its full-time or part-time personnel have, with respect to each of their activities, actions, or services for or on behalf of the Company, has been cited or alleged by the Environmental Authorities FDA or other regulatory authority within the last five (5) years as failing to comply with regulatory requirements or guidelinesguidelines in the performance of services.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cardiac Control Systems Inc)

Compliance; Governmental Authorizations. Except as set forth on Schedule 4.23, the The Company has complied within the last five (5) years and is presently in compliance in all material respects with all material Federal, state, local or foreign laws, ordinances, regulations and orders applicable to it or its business, including, without limitation, all quality requirements applicable to its business, the Environmental Authorities, all Federal and state securities or "?blue sky" ? laws, and all laws and regulations relating to occupational safety and health and the environment. Except as set forth on Schedule 4.23, the The Company has all material authorizations, security clearances, consents, approvals, licenses and permits necessary to be obtained from Governmental Authorities in the conduct of its business as presently conducted and as currently proposed by the Company to be conducted, such authorizations, consents, approvals, licenses and permits are in full force and effect, no violations are or have been recorded in respect of any thereof and no proceeding is pending or, to the best knowledge of the Company, or threatened to revoke or limit any thereof. All of the Company's Company?s full-time and temporary personnel who provide services in a manner or of the type that require specific certifications or clearances have provided such services at all times while having such certifications or clearances in full force and effect. Neither the Company has nor, to the knowledge of the Company, any of its full-time or part-time personnel havehas, with respect to each of their his or her activities, actions, or services for or on behalf of the Company, has been cited or alleged by the Environmental Authorities Authorities, Defense Investigative Service or other regulatory authority within the last five (5) years as failing to comply with regulatory requirements or guidelines.

Appears in 1 contract

Samples: Agreement of Merger (Micronetics Wireless Inc)

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Compliance; Governmental Authorizations. Except as set forth on Schedule 4.234.22, the Company has complied within the last five (5) years and is presently in compliance in all material respects with all material Federal, state, local or foreign laws, ordinances, regulations and orders applicable to it or its business, including, without limitation, the Environmental Authorities, all Federal and state securities securities, or "blue sky" laws, and all laws and regulations relating to occupational safety and health and the environment. Except as set forth on Schedule 4.234.22, the Company has all material authorizations, security clearances, consents, approvals, licenses licenses, and permits necessary to be obtained from Governmental Authorities in the conduct of its business as presently conducted and as currently proposed by the Company to be conducted, ; and such authorizations, consents, approvals, licenses licenses, and permits are in full force and effect, no violations are or have been recorded in respect of any thereof and no proceeding is pending or, to the best knowledge of the Company, or threatened to revoke or limit any thereof. All of the Company's full-time and temporary personnel who provide services in a manner or of the type that require specific certifications or clearances have provided such services at all times while having such certifications or clearances in full force and effect. Neither the Company has norhas, to the knowledge of the Company, nor any of its full-time or part-time personnel have, with respect to each of their activities, actions, or services for or on behalf of the Company, has been cited or alleged by the Environmental Authorities or other regulatory authority within the last five (5) years as failing to comply with regulatory requirements or guidelines.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Chem International Inc)

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