Compliance with Law; Governmental Consents. The Business has been and is being conducted by SiTech in compliance with all laws, rules, regulations and licensing requirements applicable thereto, except where failure to be so in compliance would not have a Material Adverse Effect (as defined in Section 5.6 below). SiTech is not aware of any facts which might form the basis for a claim that any material violation of such laws exists. There are no unresolved notices of deficiency or charges of violation brought or, to the best knowledge of SiTech, threatened against SiTech, under any federal, state or local laws or regulations. Except for any filing requirements under the HSR Act (as defined in Section 4.3 below) and except as set forth on the Disclosure Schedule attached hereto, no consent, approval, order or authorization of, or registration. qualification, designation,. declaration or filing with, any federal, state or local governmental authority on the part of SiTech is required in connection with the execution, delivery and performance by SiTech of this Agreement, the consummation of the transactions contemplated hereby, or Mentor's operation of the Business following the Closing Date.
Compliance with Law; Governmental Consents. The business and operations of Evertek have been and are being conducted in compliance with all laws, rules, regulations and licensing requirements applicable thereto, except where failure to be so in compliance would not have a Material Adverse Effect on Evertek. Evertek is unaware of any facts which might form the basis for a claim that any material violation of such laws exists. No consent, approval, order
Compliance with Law; Governmental Consents. The business and operations of Compgeeks have been and are being conducted in compliance with all laws, rules, regulations and licensing requirements applicable thereto, except where failure to be so in compliance would not have a Material Adverse Effect on Compgeeks. Compgeeks is unaware of any facts which might form the basis for a claim that any material violation of such laws exists. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of Compgeeks or the Compgeeks Shareholders is required in connection with the execution, delivery and performance by Compgeeks or the Compgeeks Shareholders of this Agreement, the consummation of the
Compliance with Law; Governmental Consents. The business and operations of Evertek HK have been and are being conducted in compliance with all laws, rules, regulations and licensing requirements applicable thereto, except where failure to be so in compliance would not have a Material Adverse Effect on Evertek HK. Evertek HK is unaware of any facts which might form the basis for a claim that any material violation of such laws exists. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of Evertek HK or the Evertek HK Shareholder is required in connection with the execution, delivery and performance by Evertek HK or the Evertek HK Shareholder of this Agreement, the consummation of the transactions contemplated hereby or Parent' operation of Evertek HK's business following the Closing Date.
Compliance with Law; Governmental Consents. The business and operations of Parent have been and are being conducted in compliance with all laws, rules, regulations and licensing requirements applicable thereto, except where failure to be so in compliance would not have a Material Adverse Effect on Parent. Parent is unaware of any facts which might form the basis for a claim that any material violation of such laws exists. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of Parent is required in connection with the execution, delivery and performance by Parent of this Agreement, the consummation of the transactions contemplated hereby or Parent's operation of Parent's business following the Closing Date.
Compliance with Law; Governmental Consents. The business and ------------------------------------------ operations of SI have been and are being conducted in material compliance with all laws, rules, regulations and licensing requirements applicable thereto, including, without limitation, federal, state and local laws and regulations affecting the protection of the environment, the health and safety of employees and equal employment opportunities. The Sellers and SI are unaware of any facts which might form the basis for a claim that any material violation by SI of such laws exists. Except for (i) the filing of a pre-merger notification and termination or expiration of the waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (ii) the ------- filing of the Certificate of Merger and (iii) the filing of the Articles of Merger and Plan of Merger, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of SI or the Sellers is required in connection with the execution, delivery and performance by the Sellers and SI of this Agreement, the consummation of the transactions contemplated hereby or BC's operation of the business of SI following the Closing Date in a manner that is consistent with SI's past practices.
Compliance with Law; Governmental Consents. The business and ------------------------------------------ operations of BC and Merger Sub have been and are being conducted in material compliance with all laws, rules, regulations and licensing requirements applicable thereto, including, without limitation, federal, state and local laws and regulations affecting the protection of the environment, the health and safety of employees and equal employment opportunities. Neither BC nor Merger Sub is aware of any facts which might form the basis for a claim that any material violation by BC or Merger Sub of such laws exists. Except for (i) the filing of a pre-merger notification and termination or expiration of the waiting period under the HSR Act, (ii) the filing of the Certificate of Merger and (iii) the filing of the Articles of Merger and Plan of Merger, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of BC or the Merger Sub is required in connection with the execution, delivery and performance by BC and the Merger Sub of this Agreement or the consummation of the transactions contemplated hereby.
Compliance with Law; Governmental Consents. (a) Except for matters pertaining to employee benefits (which are provided for in Section 3.8) and environmental matters (which are provided for in Section 3.14), each of the Acquired Companies is being and, since January 1, 2011, has been conducted in accordance with all applicable Laws, regulations and other requirements of all U.S. and foreign national governmental authorities, and of all states, municipalities and other political subdivisions and agencies thereof, in each case, in all material respects. Since January 1, 2011, none of the Acquired Companies has received a notice or other communication alleging or relating to a possible material violation of any applicable Law.
Compliance with Law; Governmental Consents. (a) Except as set forth in Disclosure Schedule 6.11 or otherwise set forth herein, to Seller's knowledge, the operations of the Business are in substantial compliance with all applicable laws and regulations having the force of law, and the Seller has not been notified in writing of any noncompliance therewith. This is not intended to relieve Buyer of its responsibility for ensuring such compliance from the Closing Date forward.
Compliance with Law; Governmental Consents. (a) Except as set forth in Disclosure Schedule 5.10 or as otherwise set forth herein, to Seller's knowledge, the operations of the Business as conducted by Seller are in compliance with all applicable laws, regulations and codes of the Federal, state or municipal governments, or other governmental or regulatory bodies having jurisdiction over the Business except in those instances in which failure to comply would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and Seller has not been notified in writing of, nor to Seller's knowledge is there, any noncompliance therewith.
