Common use of Compliance with Law; Permits Clause in Contracts

Compliance with Law; Permits. (a) Each of the Company and its Subsidiaries is and has been in compliance in all material respects with all Laws applicable to it. Except as set forth in Schedule 3.11(a), none of the Company, any of its Subsidiaries or any of its or their executive officers has received during the past five years, nor is there any basis for, any notice, order, complaint or other communication from any Governmental Authority or any other Person that the Company or any of its Subsidiaries is not in compliance in any material respect with any Law applicable to it.

Appears in 3 contracts

Samples: Share Purchase and Shareholders’ Rights Agreement (K Swiss Inc), Share Purchase and Shareholders’ Rights Agreement (K Swiss Inc), Share Purchase and Shareholders’ Rights Agreement (K Swiss Inc)

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Compliance with Law; Permits. (a) Each of the Company and its Subsidiaries is is, and since May 1, 2007 has been been, in compliance in all material respects with all Laws applicable to it. Except as set forth in Schedule 3.11(a)it including, none without limitation, credit service organizations, loan or mortgage broker laws, and Section 7216 of the Company, Code. None of the Company or any of its Subsidiaries or any of its or their executive officers has received during the past five years, nor is there three (3) years any basis for, any written notice, order, inquiry, investigation, complaint or other communication from any Governmental Authority or any other Person that the Company or any of its Subsidiaries is not in compliance in any material respect with any Law applicable to it.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (H&r Block Inc), Agreement and Plan of Merger (Infospace Inc)

Compliance with Law; Permits. (a) Each of the Company and its Subsidiaries is and has been in compliance in all material respects with all Laws applicable to itLaws. Except as set forth in Schedule 3.11(a), none of Neither the Company, any of Company nor its Subsidiaries or any of its or their executive officers has received during the past five yearsthree years any written or, nor is there any basis forto the Knowledge of the Company, any oral notice, order, complaint or other communication from any Governmental Authority or any other Person that the Company or any of its Subsidiaries Subsidiaries, as the case may be, is not in compliance in any material respect with any Law applicable to it.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Mellanox Technologies, Ltd.), Agreement and Plan of Merger (Ezchip Semiconductor LTD)

Compliance with Law; Permits. (a) Each Since March 2, 2011, each of the Company and its Subsidiaries is and has been in compliance in all material respects with all Laws applicable to it. Except as set forth in Schedule 3.11(a), none None of the Company, any of its Subsidiaries or any of its or their executive officers has received during since March 2, 2011, nor, to the past five yearsKnowledge of Seller and the Company, nor is there any basis for, any notice, order, complaint or other communication from any Governmental Authority or any other Person that the Company or any of its Subsidiaries is not in compliance in any material respect with any Law applicable to it.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Standard Register Co)

Compliance with Law; Permits. (a) Each of the Company and its Subsidiaries is and has been in compliance in all material respects with all Laws applicable to it. Except as set forth in Schedule 3.11(a), none None of the Company, any of its Subsidiaries or any of its or their executive officers has received during the past five years, nor is there any basis for, years any notice, order, complaint or other written communication from any Governmental Authority or any other Person that the Company or any of its Subsidiaries is not in compliance in any material respect with any Law applicable to it.

Appears in 1 contract

Samples: Agreement and Plan of Merger (AOL Inc.)

Compliance with Law; Permits. (a) Each of the Company and its Subsidiaries is and has been in compliance in all material respects with all Laws applicable to it. Except as set forth in Schedule 3.11(a), none None of the Company, any of its Subsidiaries or any of its or their executive officers has received during the past five years, nor is there any basis for, years up to the date of this Agreement any notice, order, complaint or other written communication from any Governmental Authority or any other Person that the Company or any of its Subsidiaries is not in compliance in any material respect with any Law applicable to it.

Appears in 1 contract

Samples: Agreement and Plan of Merger (AOL Inc.)

Compliance with Law; Permits. (a) Each of the Company and its Subsidiaries is and has been in compliance in all material respects with all Laws applicable to itLaws. Except as set forth in on Schedule 3.11(a), none 3.8(a) of the CompanyCompany Disclosure Schedules, any of neither the Company nor its Subsidiaries or any of its or their executive officers has received during the past five yearsthree (3) years any written or, nor is there any basis forto the Knowledge of the Company, any oral notice, order, complaint or other communication from any Governmental Authority or any other Person that the Company or any of its Subsidiaries Subsidiaries, as the case may be, is not in compliance in any material respect with any Law applicable to it.

Appears in 1 contract

Samples: Agreement and Plan of Merger (PMC Sierra Inc)

Compliance with Law; Permits. (a) Each of the The Company and its Subsidiaries is and has been are in compliance in all material respects with, and are not in any material respect in default under or violation of (and have not received any notice of material non-compliance, default or violation with all Laws respect to) any Legal Requirement applicable to it. Except as set forth in Schedule 3.11(a), none of the Company, any of its Subsidiaries or any of its or their executive officers has received during the past five years, nor is there any basis for, any notice, order, complaint or other communication from any Governmental Authority or any other Person that the Company or any of its Subsidiaries or by which any of their respective properties is not in compliance in any material respect with any Law applicable to itbound.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Iomega Corp)

Compliance with Law; Permits. (a) Each of the Company and its Subsidiaries is and has been in the last three years in compliance in all material respects with all Laws applicable to it. Except as set forth in Schedule 3.11(a), none None of the Company, any of its Subsidiaries or any of its or their executive officers has received any written notice, order, complaint or other communication during the past five three years, nor nor, to the knowledge of the Company, is there any basis for, for any notice, order, complaint or other communication communication, from any Governmental Authority or any other Person that the Company or any of its Subsidiaries is not in compliance in any material respect with any Law applicable to it.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Par Technology Corp)

Compliance with Law; Permits. (a) Each of the Company and its Subsidiaries is and has been in compliance in all material respects with all Laws applicable to it. Except as set forth in Schedule 3.11(a)Section 3.8(a) of the Disclosure Schedules, none of the Company, Company or any of its Subsidiaries or any of its or their executive officers has received during the past five years, nor is there any basis for, years any notice, order, complaint or other written communication from any Governmental Authority or any other Person that the Company or any of its Subsidiaries is not in compliance in any all material respect respects with any Law applicable to it.

Appears in 1 contract

Samples: Agreement and Plan of Merger (NICE Ltd.)

Compliance with Law; Permits. (a) Each of the Company and its Subsidiaries is and has been in compliance in all material respects with all Laws applicable to it. Except as set forth in Schedule 3.11(a), none None of the Company, any of its Subsidiaries or nor any of its or their executive officers has received during the past five yearsreceived, nor is there any basis for, any notice, order, complaint or other communication from any Governmental Authority or any other Person that the Company or any of its Subsidiaries is not in compliance in any material respect with any Law applicable to it.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Adept Technology Inc)

Compliance with Law; Permits. (a) Each of the Company and its Subsidiaries is and has been in compliance in all material respects with all Laws applicable to it. Except as set forth in Schedule 3.11(a), none None of the Company, any of its Subsidiaries or, to the knowledge of the Company or any Stockholder, any of its or their executive officers employees has received during the past five years, nor is there any basis for, any notice, order, complaint or other communication from any Governmental Authority or any other Person that the Company or any of its Subsidiaries is not in compliance in any material respect with any Law applicable to it.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dole Food Co Inc)

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Compliance with Law; Permits. (a) Each of the Company and its Subsidiaries is and has been in compliance in all material respects with all Laws applicable to it. Except as set forth in Schedule 3.11(a), none None of the Company, any of its Subsidiaries or any of its or their executive officers has received during the past five (5) years, nor is there any basis for, any notice, order, complaint or other communication from any Governmental Authority or any other Person that the Company or any of its Subsidiaries is not in compliance in any material respect with any Law applicable to it.

Appears in 1 contract

Samples: Agreement and Plan of Merger (SCM Microsystems Inc)

Compliance with Law; Permits. (a) Each of the Company and its Subsidiaries is and has been in compliance in all material respects with all Laws applicable to itLaws. Except as set forth in Schedule 3.11(a)Since January 1, 2004, none of the Company, Company or any of its Subsidiaries or any of its or their executive officers has received during the past five years, nor is there any basis for, any notice, order, complaint written or other communication oral notice from any Governmental Authority or any other Person alleging that the Company or any of its Subsidiaries is has not in compliance complied in any material respect with any Law applicable to itthe Company or any of its Subsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sun Healthcare Group Inc)

Compliance with Law; Permits. (a) Each of the Company and its Subsidiaries is and has been in compliance in all material respects with all Laws applicable to it. Except as set forth in Schedule 3.11(a), none None of the Company, any of its Subsidiaries or any of its or their executive officers has received during the past five years, nor is there any basis for, any notice, order, complaint or other communication from any Governmental Authority or any other Person that the Company or any of its Subsidiaries is not in compliance in any material respect with any Law applicable to it.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Autobytel Inc)

Compliance with Law; Permits. (a) Each of the Company and its Subsidiaries is and has been since January 1, 2012 in compliance in all material respects with all Laws applicable to it. Except as set forth in Schedule 3.11(a), none None of the Company, any of its Subsidiaries or any of its or their executive officers has received during the past five yearssince January 1, nor is there any basis for, 2012 any notice, order, complaint or other communication from any Governmental Authority Entity or any other Person that the Company or any of its Subsidiaries or any of its or their Affiliates or Related Parties is not in compliance in any all material respect respects with any Law applicable to itsuch Laws.

Appears in 1 contract

Samples: Securities Purchase Agreement (Neustar Inc)

Compliance with Law; Permits. (a) Each of the Company and its Subsidiaries is and has been at all times since December 31, 2008 in compliance in all material respects with all Laws applicable to it. Except as set forth in Schedule 3.11(a), none None of the Company, Company or any of its Subsidiaries or any of its or their executive officers has received during since December 31, 2008 and on or prior to the past five years, nor is there date of this Agreement any basis for, any written notice, order, complaint or other written communication from any Governmental Authority Entity or any other Person that the Company or any of its Subsidiaries is not in compliance in any material respect with any Law applicable to it.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Neustar Inc)

Compliance with Law; Permits. (a) Each of the Company and its Subsidiaries is and has been in compliance in all material respects with all Laws applicable to it. Except as set forth in Schedule 3.11(a), none None of the Company, any of its Subsidiaries or any of its or their executive officers has received during the past five years, nor is there any basis for, any notice, order, complaint or other communication from any Governmental Authority or any other Person that the Company or any of its Subsidiaries is not in compliance in any material respect with any Law applicable to it.

Appears in 1 contract

Samples: Purchase Agreement (Barnes & Noble Education, Inc.)

Compliance with Law; Permits. (a) Each of the Company and its Subsidiaries is and and, for the past three (3) years has been in compliance in all material respects with all Laws applicable to it. Except as set forth in Schedule 3.11(a), none None of the Company, any of its Subsidiaries or any of its or their executive officers has received during the past five three (3) years, nor is there any basis for, any notice, order, complaint or other communication from any Governmental Authority or any other Person that the Company or any of its Subsidiaries is not in compliance in any material respect with any Law applicable to it.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Matson, Inc.)

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