Common use of Compliance with Laws and Court Orders Clause in Contracts

Compliance with Laws and Court Orders. The Company and each of its Subsidiaries is and since January 1, 2006 has been in compliance with, and to the knowledge of the Company is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any Applicable Law, except for failures to comply or violations that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. There is no judgment, decree, injunction, rule or order of any arbitrator or Governmental Authority outstanding against the Company or any of its Subsidiaries that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company or that in any manner seeks to prevent, enjoin, alter or materially delay the Merger or any of the other transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (RiskMetrics Group Inc), Agreement and Plan of Merger (MSCI Inc.)

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Compliance with Laws and Court Orders. The Company and each of its Subsidiaries is and since January 1, 2006 2008 has been in compliance with, and to the knowledge of the Company Company, it is not under pending investigation with respect to and has not been threatened to be charged with or given notice of any violation ofof any, any Applicable Law, except for failures to comply or violations that have not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on the CompanyEffect. There is no judgment, decree, injunction, rule or order of any arbitrator or Governmental Authority outstanding against the Company or any of its Subsidiaries that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the Company or that in any manner seeks to prevent, enjoin, enjoin or materially alter or materially delay the Merger or any of the other transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Exxon Mobil Corp), Agreement and Plan of Merger (Xto Energy Inc)

Compliance with Laws and Court Orders. The Company and each of its Subsidiaries is are, and since January 1, 2006 has been 2007 have been, in compliance withwith all Applicable Laws, and to the knowledge of the Company is not under investigation with respect to and has have not been threatened to be charged with or given notice of any violation of, of any Applicable Law, except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. There is no judgment, decree, injunction, rule or order of any arbitrator or Governmental Authority outstanding against the Company or any of its Subsidiaries that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company or that in any manner seeks to prevent, enjoin, alter or materially delay the Merger or any of the other transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Equinix Inc), Agreement and Plan of Merger (Switch & Data Facilities Company, Inc.)

Compliance with Laws and Court Orders. (a) The Company and each of its Subsidiaries is and since January 1, 2006 2011 has been in compliance with, and to the knowledge of the Company is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any Applicable Law, except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect. There is no judgment, decree, injunction, rule or order of any arbitrator or Governmental Authority outstanding against the Company or any of its Subsidiaries that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the Company or that in any manner seeks to prevent, enjoin, alter or materially delay the Merger or any of the other transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (SS&C Technologies Holdings Inc), Agreement and Plan of Merger (Advent Software Inc /De/)

Compliance with Laws and Court Orders. (a) The Company and each of its Subsidiaries is is, and since January 1March 31, 2006 2011 has been been, in compliance with, and has not been charged with or given written notice by any Governmental Authority of any violation of and, to the knowledge of the Company Company, is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, Applicable Law or the terms of any Applicable Lawof its Permits, except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect. There is no judgment, decree, injunction, rule or order of any arbitrator or Governmental Authority outstanding against the Company or any of its Subsidiaries Subsidiaries, or any of their respective assets or properties, that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the Company or that in any manner seeks to preventprevents, enjoinenjoins, alter alters or materially delay delays the Merger or any of the other transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Measurement Specialties Inc), Agreement and Plan of Merger (TE Connectivity Ltd.)

Compliance with Laws and Court Orders. The Company and each of its Subsidiaries is and since January 1, 2006 2008, has been in compliance with, and to the knowledge of the Company and each Subsidiary is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any Applicable Law, except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect. There is no judgment, decree, injunction, rule or order of any arbitrator or Governmental Authority outstanding against the Company or any of its Subsidiaries that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the Company or that in any manner seeks to prevent, enjoin, alter or materially delay the Offer, the Merger or any of the other transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Tyco Electronics Ltd.), Agreement and Plan of Merger (Adc Telecommunications Inc)

Compliance with Laws and Court Orders. The Company and each of its Subsidiaries is and since January 1, 2006 2007 has been in compliance with, and to the knowledge of the Company Company, is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any Applicable Law, except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. There is no judgment, decree, injunction, rule or order of any arbitrator or Governmental Authority outstanding against the Company or any of its Subsidiaries that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company or that in any manner seeks to prevent, enjoin, alter or materially delay the Merger or any of the other transactions contemplated hereby.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (PricewaterhouseCoopers LLP), Agreement and Plan of Merger (Diamond Management & Technology Consultants, Inc.)

Compliance with Laws and Court Orders. The Each of the Company and each of its Subsidiaries is is, and since January 1, 2006 2017 has been been, in compliance with, and to the knowledge Knowledge of the Company is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any Applicable Law, except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect. There is no judgment, decree, injunction, rule or order of any arbitrator or Governmental Authority outstanding against the Company or any of its Subsidiaries that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the Company or that in any manner seeks to prevent, enjoin, alter or materially delay the Merger or any of the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (INFOSONICS Corp)

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Compliance with Laws and Court Orders. (a) The Company and each of its Subsidiaries is and since January 112, 2006 2005, has been in compliance with, and to the knowledge of the Company is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any Applicable Law, except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect. There is no judgment, decree, injunction, rule or order of any arbitrator or Governmental Authority outstanding against the Company or any of its Subsidiaries that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the Company or that in any manner seeks to prevent, enjoin, alter or materially delay the Merger Offer or any of the other transactions contemplated hereby.

Appears in 1 contract

Samples: Tender Offer Agreement (Hurray! Holding Co., Ltd.)

Compliance with Laws and Court Orders. The Company and each of its Subsidiaries is and and, since January 1June 21, 2006 2021, has been in compliance with, and to the knowledge of the Company is not under investigation with respect to and has not been threatened in writing to be charged with or given written notice of any violation of, any Applicable Law, except for failures to comply or violations that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. There is no judgment, decree, injunction, rule or order of any arbitrator or Governmental Authority outstanding against the Company or any of its Subsidiaries that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company Company, or that in any manner seeks to prevent, enjoin, alter enjoin or materially delay the Merger or any of the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (LiveVox Holdings, Inc.)

Compliance with Laws and Court Orders. The Except as set forth in the Filed SEC Documents, the Company and each of its Subsidiaries is and since January 1, 2006 has been in compliance with, and to the knowledge Knowledge of the Company is not under investigation with respect to and and, since January 1, 2007, has not been threatened to be charged with or given notice of any violation of, any Applicable Law, except for failures to comply or violations that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect. There is no judgment, decree, injunction, rule or order of any arbitrator or Governmental Authority outstanding against the Company or any of its Subsidiaries that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the Company or that in any manner seeks to prevent, enjoin, alter or materially delay the Offer, the Merger or any of the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Memory Pharmaceuticals Corp)

Compliance with Laws and Court Orders. The Each of the Company and each of its Subsidiaries is is, and since January 1, 2006 2013 has been been, in compliance with, and to the knowledge Knowledge of the Company is not under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, any Applicable Law, except for failures to comply or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect. There is no judgment, decree, injunction, rule or order of any arbitrator or Governmental Authority outstanding against the Company or any of its Subsidiaries that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the Company or that in any manner seeks to prevent, enjoin, alter or materially delay the Merger or any of the other transactions contemplated hereby.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cascade Microtech Inc)

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