Common use of Compliance; Permits; Restrictions Clause in Contracts

Compliance; Permits; Restrictions. (a) Neither Parent nor any of its subsidiaries is, in any material respect, in conflict with, or in default or in violation of (i) any law, rule, regulation, order, judgment or decree applicable to Parent or any of its subsidiaries or by which Parent or any of its subsidiaries or any of their respective properties is bound or affected, or (ii) any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or any of its subsidiaries is a party or by which Parent or any of its subsidiaries or its or any of their respective properties is bound or affected, except for conflicts, violations and defaults that (individually or in the aggregate) would not cause Parent to lose any material benefit or incur any material liability. No investigation or review by any Governmental Entity is pending or, to Parent's knowledge, has been threatened in a writing delivered to Parent against Parent or any of its subsidiaries, nor, to Parent's knowledge, has any Governmental Entity indicated an intention to conduct an investigation of Parent or any of its subsidiaries. There is no material agreement, judgment, injunction, order or decree binding upon Parent or any of its subsidiaries which has or could reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Parent or any of its subsidiaries, any acquisition of material property by Parent or any of its subsidiaries or the conduct of business by Parent as currently conducted.

Appears in 5 contracts

Samples: Agreement and Plan of Reorganization (Healtheon Corp), Agreement and Plan of Reorganization (Mede America Corp /), Agreement and Plan of Reorganization (Va Linux Systems Inc)

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Compliance; Permits; Restrictions. (a) Neither Parent nor any of its subsidiaries is, in any material respect, in conflict with, or in default or in violation of (i) any law, rule, regulation, order, judgment or decree applicable to Parent or any of its subsidiaries or by which Parent or any of its subsidiaries or any of their respective properties is bound or affected, or (ii) any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or any of its subsidiaries is a party or by which Parent or any of its subsidiaries or its or any of their respective properties is bound or affected. To the knowledge of Parent, except for conflicts, violations and defaults that (individually or in the aggregate) would not cause Parent to lose any material benefit or incur any material liability. No no investigation or review by any Governmental Entity is pending or, to Parent's knowledge, has been or threatened in a writing delivered to Parent against Parent or any of its subsidiaries, nor, to Parent's knowledge, nor has any Governmental Entity indicated an intention to conduct an investigation of Parent or any of its subsidiariesthe same. There is no material agreement, judgment, injunction, order or decree binding upon Parent or any of its subsidiaries which has or could reasonably be expected to have the effect of prohibiting or materially impairing any current business practice of Parent or any of its subsidiaries, any acquisition of material property by Parent or any of its subsidiaries or the conduct of business by Parent as currently conducted.

Appears in 4 contracts

Samples: Agreement and Plan of Reorganization (Homegrocer Com Inc), Agreement and Plan of Reorganization (Webvan Group Inc), Agreement and Plan of Reorganization (Homegrocer Com Inc)

Compliance; Permits; Restrictions. (a) Neither Parent Company nor any of its subsidiaries is, in any material respect, in conflict with, or in default or in violation of (i) any law, rule, regulation, order, judgment or decree applicable to Parent Company or any of its subsidiaries or by which Parent Company or any of its subsidiaries or any of their respective properties is bound or affected, or (ii) any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent Company or any of its subsidiaries is a party or by which Parent Company or any of its subsidiaries or its or any of their respective properties is bound or affected, except for conflicts, violations and defaults that (individually or in the aggregate) would not cause Parent Company to lose any material benefit or incur any material liability. No investigation or review by any Governmental Entity is pending or, to ParentCompany's knowledge, has been threatened in a writing delivered to Parent Company against Parent Company or any of its subsidiaries, nor, to ParentCompany's knowledge, has any Governmental Entity indicated an intention to conduct an investigation of Parent Company or any of its subsidiaries. There is no material agreement, judgment, injunction, order or decree binding upon Parent Company or any of its material subsidiaries which has or could reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Parent Company or any of its material subsidiaries, any acquisition of material property by Parent Company or any of its subsidiaries or the conduct of business by Parent Company as currently conducted.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (McAfee Associates Inc), Agreement and Plan of Reorganization (Network General Corporation), Agreement and Plan of Reorganization (Network Associates Inc)

Compliance; Permits; Restrictions. (a) Neither Parent nor any of its subsidiaries is, in any material respect, in conflict with, or in default or in violation of (i) any law, rule, regulation, order, judgment or decree applicable to Parent or any of its subsidiaries or by which Parent or any of its subsidiaries or any of their respective properties is bound or affected, or (ii) any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or any of its subsidiaries is a party or by which Parent or any of its subsidiaries or its or any of their respective properties is bound or affected, except for conflicts, violations and defaults that (individually or in the aggregate) would not cause Parent to lose any material benefit or incur any material liability. No investigation or review by any Governmental Entity is pending or, to Parent's knowledge, has been threatened in a writing delivered to Parent against Parent or any of its subsidiaries, nor, to Parent's knowledge, has any Governmental Entity indicated an intention to conduct an investigation of Parent or any of its subsidiaries. There is no material agreement, judgment, injunction, order or decree binding upon Parent or any of its subsidiaries which has or could reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Parent or any of its subsidiariesParent, any acquisition of material property by Parent or any of its subsidiaries or the conduct of business by Parent as currently conducted.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Network General Corporation), Agreement and Plan of Reorganization (McAfee Associates Inc), Agreement and Plan of Reorganization (Network Associates Inc)

Compliance; Permits; Restrictions. (a) Neither Parent nor any of its subsidiaries is, in any material respect, in conflict with, or in default or in violation of (i) any law, rule, regulation, order, judgment or decree applicable to Parent or any of its subsidiaries or by which Parent or any of its subsidiaries or any of their respective properties is bound or affected, or (ii) any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or any of its subsidiaries is a party or by which Parent or any of its subsidiaries or its or any of their respective properties is bound or affected. To the knowledge of Parent, except for conflicts, violations and defaults that (individually or in the aggregate) would not cause Parent to lose any material benefit or incur any material liability. No no investigation or review by any Governmental Entity is pending or, to Parent's knowledge, has been or threatened in a writing delivered to Parent against Parent or any of its subsidiaries, nor, to Parent's knowledge, nor has any Governmental Entity indicated in writing an intention to conduct an investigation of Parent or any of its subsidiariesthe same. There is no material agreement, judgment, injunction, order or decree binding upon Parent or any of its subsidiaries which has or could reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Parent or any of its subsidiaries, any acquisition of material property by Parent or any of its subsidiaries or the conduct of business by Parent as currently conducted.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Go2net Inc), Agreement and Plan of Reorganization (Infospace Inc)

Compliance; Permits; Restrictions. (a) Neither Parent NetIQ nor any of its subsidiaries is, in any material respect, in conflict with, or in default or in violation of (i) any law, rule, regulation, order, judgment or decree applicable to Parent NetIQ or any of its subsidiaries or by which Parent or any of its subsidiaries or any of their respective properties is bound or affected, or (ii) any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent NetIQ or any of its subsidiaries is a party or by which Parent NetIQ or any of its subsidiaries or its or any of their respective properties is bound or affected. To the knowledge of NetIQ, except for conflicts, violations and defaults that (individually or in the aggregate) would not cause Parent to lose any material benefit or incur any material liability. No no investigation or review by any Governmental Entity is pending or, to Parent's knowledge, has been or threatened in a writing delivered to Parent against Parent NetIQ or any of its subsidiaries, nor, to Parent's knowledge, nor has any Governmental Entity indicated an intention to conduct an investigation of Parent or any of its subsidiariesthe same. There is no material agreement, judgment, injunction, order or decree binding upon Parent NetIQ or any of its subsidiaries which has or could reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Parent NetIQ or any of its subsidiaries, any acquisition of material property by Parent NetIQ or any of its subsidiaries or the conduct of business by Parent NetIQ as currently conducted.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Netiq Corp), Agreement and Plan of Reorganization (Mission Critical Software Inc)

Compliance; Permits; Restrictions. (a) Neither Parent nor any of its subsidiaries is, in any material respect, in conflict with, or in default or in violation of (i) any law, rule, regulation, order, judgment or decree applicable to Parent or any of its subsidiaries or by which Parent or any of its subsidiaries or any of their respective properties is bound or affected, or (ii) any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or any of its subsidiaries is a party or by which Parent or any of its subsidiaries or its or any of their respective properties is bound or affected, except for conflicts, violations and defaults that (individually or in the aggregate) would not cause Parent to lose any material benefit or incur any material liability. No investigation or review by any Governmental Entity is pending or, to Parent's knowledge, has been threatened in a writing delivered to Parent against Parent or any of its subsidiaries, nor, to Parent's knowledge, nor has any Governmental Entity indicated an intention to conduct an investigation of Parent or any of its subsidiariesthe same. There is no material agreement, judgment, injunction, order or decree binding upon Parent or any of its subsidiaries which has or could reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Parent or any of its subsidiaries, any acquisition of material property by Parent or any of its subsidiaries or the conduct of business by Parent as currently conducted.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cardiogenesis Corp)

Compliance; Permits; Restrictions. (a) Neither Parent nor any of its subsidiaries is, in any material respect, in conflict with, or in default or in violation of (i) any law, rule, regulation, order, judgment or decree applicable to Parent or any of its subsidiaries or by which Parent or any of its subsidiaries or any of their respective properties is bound or affected, or (ii) any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or any of its subsidiaries is a party or by which Parent or any of its subsidiaries or its or any of their respective properties is bound or affected. To the knowledge of Parent, except for conflicts, violations and defaults that (individually no formal or in the aggregate) would not cause Parent to lose any material benefit or incur any material liability. No informal investigation or review by any Governmental Entity Entity, including the Securities and Exchange Commission ("SEC"), is pending or, to Parent's knowledge, has been or threatened in a writing delivered to Parent against Parent or any of its subsidiaries. In addition, norParent has not received any inquiry letters or other correspondence from the SEC relating to any pending inquiries, to Parent's knowledge, has any Governmental Entity indicated an intention to conduct an investigation of Parent investigations or any of its subsidiariessimilar matters. There is no material agreement, judgment, injunction, order or decree binding upon Parent or any of its subsidiaries which has or could reasonably be expected to have the effect of prohibiting or materially impairing any current business practice of Parent or any of its subsidiaries, any acquisition of material property by Parent or any of its subsidiaries or the conduct of business by Parent as currently conducted.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Pharmafrontiers Corp)

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Compliance; Permits; Restrictions. (a) a)......Neither Parent nor any of its subsidiaries is, in any material respect, in conflict with, or in default or in violation of (i) any law, rule, regulation, order, judgment or decree applicable to Parent or any of its subsidiaries or by which Parent or any of its subsidiaries or any of their respective properties is bound or affected, or (ii) any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or any of its subsidiaries is a party or by which Parent or any of its subsidiaries or its or any of their respective properties is bound or affected, except for conflicts, violations and defaults that (individually or in the aggregate) would not cause Parent to lose any material benefit or incur any material liability. No investigation or review by any Governmental Entity is pending or, to Parent's knowledge, has been threatened in a writing delivered to Parent against Parent or any of its subsidiaries, nor, to Parent's knowledge, has any Governmental Entity indicated an intention to conduct an investigation of Parent or any of its subsidiaries. There is no material agreement, judgment, injunction, order or decree binding upon Parent or any of its subsidiaries which has or could reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Parent or any of its subsidiaries, any acquisition of material property by Parent or any of its subsidiaries or the conduct of business by Parent as currently conducted.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Andover Net Inc)

Compliance; Permits; Restrictions. (a) Neither Parent nor any of its subsidiaries is, in any material respect, in conflict with, or in default or in violation of (i) any law, rule, regulation, order, judgment or decree applicable to Parent or any of its subsidiaries or by which Parent or any of its subsidiaries or any of their respective properties is bound or affected, ; or (ii) any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or any of its subsidiaries is a party or by which Parent or any of its subsidiaries or its or any of their respective properties is bound or affected, except for conflicts, violations and defaults that (individually or in the aggregate) would not cause Parent to lose any material benefit or incur any material liability. No investigation or review by any Governmental Entity is pending or, to Parent's knowledge, has been threatened in a writing delivered to Parent against Parent or any of its 47 subsidiaries, nor, to Parent's knowledge, has any Governmental Entity indicated an intention to conduct an investigation of Parent or any of its subsidiaries. There is no material agreement, judgment, injunction, order or decree binding upon Parent or any of its subsidiaries which has or could reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Parent or any of its subsidiaries, any acquisition of material property by Parent or any of its subsidiaries or the conduct of business by Parent as currently conducted.

Appears in 1 contract

Samples: 6 Agreement and Plan of Reorganization (Healtheon Corp)

Compliance; Permits; Restrictions. (a) Neither Parent Select nor any of its subsidiaries is, in any material respect, in conflict with, or in default or in violation of (i) any law, rule, regulation, order, judgment or decree applicable to Parent Select or any of its subsidiaries or by which Parent Select or any of its subsidiaries or any of their respective properties is bound or affected, or (ii) any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent Select or any of its subsidiaries is a party or by which Parent Select or any of its subsidiaries or its or any of their respective properties is bound or affected, except for conflicts, violations and defaults that (individually or in the aggregate) would not cause Parent Select or any of its subsidiaries to lose any material benefit or incur any material liability. No investigation or review by any Governmental Entity is pending or, to ParentSelect's knowledgeKnowledge, has been threatened in a writing delivered to Parent against Parent Select or any of its subsidiaries, nor, to ParentSelect's knowledgeKnowledge, has any Governmental Entity indicated an intention to conduct an investigation of Parent Select or any of its subsidiaries. There is no material agreement, judgment, injunction, order or decree binding upon Parent Select or any of its subsidiaries which has or could would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Parent Select or any of its subsidiaries, any acquisition of material property by Parent Select or any of its subsidiaries or the conduct of business by Parent Select as currently conducted.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Homestore Com Inc)

Compliance; Permits; Restrictions. (a) Neither Parent nor any of its subsidiaries is, in any material respect, in conflict with, or in default or in violation of (i) any law, rule, regulation, order, judgment or decree applicable to Parent or any of its subsidiaries or by which Parent or any of its subsidiaries or any of their respective properties is bound or affected, or (ii) any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent or any of its subsidiaries is a party or by which Parent or any of its subsidiaries or its or any of their respective properties is bound or affected, except for conflicts, violations and defaults that (individually such conflict default or in the aggregate) violation which would not cause Parent reasonably be expected to lose any material benefit or incur any material liabilityhave a Material Adverse Effect on Parent. No To the knowledge of Parent, no investigation or review by any Governmental Entity is pending or, to Parent's knowledge, has been or threatened in a writing delivered to Parent against Parent or any of its subsidiaries, nor, to Parent's knowledge, nor has any Governmental Entity indicated in writing to Parent or any subsidiary an intention to conduct an investigation the same. To the knowledge of Parent or any of its subsidiaries. There Parent, there is no material agreement, judgment, injunction, order or decree binding upon Parent or any of its subsidiaries which has or could reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Parent or any of its subsidiaries, any acquisition of material property by Parent or any of its subsidiaries or the conduct of business by Parent as currently conducted.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Novell Inc)

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