Compliance with Laws; Certain Business Practices. (a) Except as set forth in Section 2.16(a) of the Disclosure Schedules, the Company and each of its Subsidiaries have complied in all material respects with, are not in material violation of, and have not received any allegation or notice of material default or violation with respect to, any Laws or Permits with respect to the conduct of its business, or the ownership or operation of its assets or business. No event has occurred, and no condition or circumstance exists, that might (with or without notice, lapse of time or both) constitute, or result directly or indirectly in, a default under, a material breach or material violation of, or a material failure to comply with, any Laws or Permits with respect to the conduct of the business of the Company or any of its Subsidiaries or the ownership or operation of the assets or business of the Company or any of its Subsidiaries.
Compliance with Laws; Certain Business Practices. (a) Except with respect to Laws in respect of Intellectual Property, Taxes, Employee Benefit Plans (including ERISA) and labor and employment matters, which are the subjects of Sections 2.8, 2.9, 2.10 and 2.11, respectively, and except for the matters addressed in clauses (b) and (d) below, the Company and each of its Subsidiaries are and have at all times since January 1, 2011 been in compliance in all material respects with all Laws applicable to it and Permits material to the operations of the Company’s business (“Material Permits”). Except as set forth in Section 2.14(a) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has received, and to the Knowledge of the Company there is no Basis for, any notices alleging any material violation with respect to, any Laws or Material Permits with respect to the conduct of the business of the Company or any of its Subsidiaries, or the ownership or 35 operation of the business of the Company or any of its Subsidiaries. The Company or one of its Subsidiaries, as applicable, owns or possesses all Material Permits. All Company Equity was issued in compliance in all material respects with all applicable federal and state securities Laws, and all Company Units repurchased by the Company in each case were repurchased in compliance in all material respects with all applicable federal and state securities Laws and all applicable rights of first refusal and other similar rights and limitations.
Compliance with Laws; Certain Business Practices. (a) Each member of the Company Group is, and since January 1, 2009 has been, in compliance with all applicable Laws and Permits with respect to the conduct of its business, or the ownership by the Company Group of its Assets and Properties, except for such non-compliance that has resulted or as would reasonably be expected to result in aggregate Liability to the Company Group in an amount less than €50,000. Each Permit that is required for the operation of the Company Group’s business as presently conducted or the holding of any such interest has been issued or granted to any member of the Company Group, except for Permits whose failure to be issued or granted has resulted or would reasonably be expected to result in aggregate Liability to the Company Group in an amount less than €50,000. Each of such Permits is in full force and effect. There is no Order binding upon any member of the Company Group or its Assets and Properties that has or would reasonably be expected to have, whether before or after consummation of the Transactions, the effect of prohibiting or impairing any current or future business practice of any member of the Company Group, any acquisition of property (tangible or intangible) by any member of the Company Group or the conduct of business by any member of the Company Group as currently conducted by any member of the Company Group. To the knowledge of the Company Group, no officer or other employee of the Company Group is subject to any Action or Order that prohibits such officer or other employee from engaging in or continuing any conduct, activity or practice relating to the business of the Company Group.
Compliance with Laws; Certain Business Practices. (a) The Company and each of its Subsidiaries has complied in all material respects with, is not in material violation of, and has not received, nor to the knowledge of the Company is there any Basis for, any notices of material violation with respect to, any Laws or Permits with respect to the conduct of its business, or the ownership or operation of its business. The Company and each of its Subsidiaries owns or possesses all material Permits that are necessary to conduct its business as presently conducted.
Compliance with Laws; Certain Business Practices. (a) Parent and each of its Subsidiaries has complied in all material respects with, is not in material violation of, and has not received, nor to the knowledge of Parent is there any Basis for, any notices of material violation with respect to, any Laws or Permits with respect to the conduct of its business, or the ownership or operation of its business. Parent and each of its Subsidiaries owns or possesses all material Permits that are necessary to conduct its business as presently conducted.
Compliance with Laws; Certain Business Practices. (a) None of the Seller or its Affiliates (in respect of the Business), the Business, the Holding Companies or the Company Subsidiaries, nor any of its or their officers, directors or employees, nor, to the Knowledge of the Seller, any agent or other third party representative acting on behalf of any of the foregoing Persons, are engaging or have engaged since the Lookback Date in any criminal or willful violation of any applicable Law, except in each case, for such violations that would not be, or would not reasonably be expected to be, individually or in the aggregate, material to the Business, taken as a whole. Each of the Seller and its Affiliates (in respect of the Business), the Business, the Holding Companies and the Company Subsidiaries is, and since the Lookback Date has been, in compliance with all applicable Laws, except in each case, for such non-compliance that would not be, or would not reasonably be expected to be, individually or in the aggregate, material to the Business, taken as a whole.
Compliance with Laws; Certain Business Practices. (a) The Company and each of its Subsidiaries are and at all times during the past three (3) years have been in compliance in all material respects with the requirements of all applicable Laws and Permits. Neither the Company nor any of its Subsidiaries is in violation of, or has received any written notices of suspected, potential or actual material violation with respect to, any Laws or Permits with respect to the conduct of the business of the Company or any of its Subsidiaries, or the ownership or operation of the business of the Company or any of its Subsidiaries. The Company or one of its Subsidiaries, as applicable, owns or possesses all material Permits that are necessary to conduct the business of the Company and its Subsidiaries as presently conducted.
Compliance with Laws; Certain Business Practices. (a) The Company and the Company Subsidiary have complied in all material respects with, are not in material violation of, and have not received, any notices of alleged, potential or actual material violation with respect to, any Laws or Permits with respect to the conduct of their respective businesses, or the ownership or operation of their respective businesses. To the knowledge of the Company, no event has occurred, and no condition or circumstance exists, that would (with or without notice or lapse of time or both) constitute, or result directly or indirectly in, a default under, a breach or violation of, or a failure to comply with, any Laws or Permits with respect to the conduct of the business of the Company or the Company Subsidiary or the ownership or operation of the Company or the Company Subsidiary, which defaults, breaches, violations or failures in the aggregate would reasonably be expected to result in Liability to the Company or the Company Subsidiary in excess of $25,000. The Company or the Company Subsidiary, as applicable, has all Permits that are necessary to conduct the business of the Company or the Company Subsidiary as presently conducted in all material respects. All such Permits are in full force and effect, and as of the date of this Agreement, none of the Permits have been withdrawn, revoked, suspended, or cancelled nor is any such withdrawal, revocation, suspension, or cancellation pending or, to the knowledge of the Company, threatened in writing.
Compliance with Laws; Certain Business Practices. (a) Except as set forth on Schedule 3.9(a) of the Disclosure Letter, with respect to the Business, the Seller is and has been in compliance in all material respects with, and to the Knowledge of the Seller is not under investigation with respect to and has not been threatened to be charged with or given notice of, any material violation of any Law applicable to the Business or the Purchased Assets.
Compliance with Laws; Certain Business Practices. (a) Since January 1, 2019, the Company has complied in all material respects with, is not in material violation of, and has not received any written allegation or written notice of material default or material violation with respect to, any Laws or Permits with respect to the conduct of its business, or the ownership or operation of its assets or business. To the knowledge of the Company, no Company Website or Company Service has in the past been or is presently the subject of (i) any material claim against the Company, one of its Top Customers or any other Person in any civil action in any U.S. or state court or any regulatory or administrative action by any Governmental Authority, including the U.S. Citizenship and Immigration Services, U.S. Securities and Exchange Commission and U.S. Internal Revenue Service, or (ii) an administrative deficiency letter, “Xxxxx notice” or similar administrative action.
