Compliance with Laws; Permits. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and each of its Subsidiaries are and since July 3, 2021 (or such later date as the applicable Laws may have come into effect) have been, in compliance with all state or federal laws, common law, statutes, ordinances, codes, rules or regulations, orders, executive orders, judgments, injunctions, governmental guidelines or interpretations having the force of law, Permits, decrees, or other similar requirement enacted, adopted, promulgated, or applied by any Governmental Authority (“Laws”) or Judgments, in each case, that are applicable to the Company or any of its Subsidiaries, including the General Data Protection Regulation (EU) 2016/679, the Privacy and Electronic Communications Directive (2002/58/EC), and any national legislation implementing or supplementing the foregoing in the European Union, to the extent applicable. The Company and each of its Subsidiaries hold all licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities (“Permits”) necessary for the lawful conduct of their respective businesses, except where the failure to hold the same would not individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) None of the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any directors, officers, agents, employees or affiliates of the Company or any of its Subsidiaries is currently a person with whom dealings are prohibited under, or who is a subject of, any economic or other trade sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of Commerce or the U.S. Department of State, the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions” and any such person, a “Sanctioned Person”), nor is the Company or any of its Subsidiaries located or organized in a country or territory that is the subject or target of country-wide or territory-wide Sanctions (currently, Cuba, Iran, North Korea, Syria and the Crimea, Donetsk and Luhansk regions of Ukraine) (each, a “Sanctioned Country”). The Company and its Subsidiaries have not for the past two years engaged in any dealings or transactions in violation of Sanctions. (c) None of the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee from corporate funds; or (iii) violated or is in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. The Company and its Subsidiaries have instituted, maintained and enforced and will continue to maintain and enforce policies and procedures designed to promote compliance with all applicable anti-bribery and anti-corruption laws. (d) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with applicable anti-money laundering laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending or, to the Knowledge of the Company, threatened. (e) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with all Laws applicable to the Company and its Subsidiaries relating to export, reexport, transfer, and import controls, including the Export Administration Regulations, the International Traffic in Arms Regulations, and the customs and import Laws administered by U.S. Customs and Border Protection (collectively, “Ex-Im Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending or, to the Knowledge of the Company, threatened.
Appears in 4 contracts
Sources: Investment Agreement (Western Digital Corp), Investment Agreement (Western Digital Corp), Investment Agreement (Western Digital Corp)
Compliance with Laws; Permits. (a) Except as The Company, Parent possess all licenses, certificates, permits and other authorizations issued by, and has made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities having jurisdiction over the Company, Parent that are necessary for the conduct of their respective businesses, except where the failure to possess or make the same would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and Parent has not received written notice of any revocation or modification of any such license, the Company and each of its Subsidiaries are and since July 3certificate, 2021 (permit or such later date as the applicable Laws may have come into effect) have been, in compliance with all state or federal laws, common law, statutes, ordinances, codes, rules or regulations, orders, executive orders, judgments, injunctions, governmental guidelines or interpretations having the force of law, Permits, decrees, or other similar requirement enacted, adopted, promulgated, or applied by any Governmental Authority (“Laws”) or Judgments, in each case, that are applicable to the Company or any of its Subsidiaries, including the General Data Protection Regulation (EU) 2016/679, the Privacy and Electronic Communications Directive (2002/58/EC), and any national legislation implementing or supplementing the foregoing in the European Union, to the extent applicable. The Company and each of its Subsidiaries hold all licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities (“Permits”) necessary for the lawful conduct of their respective businessesauthorization, except where the failure to hold the same such revocation or modification would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(b) None of the Company nor Company, Parent or any of its their respective Subsidiaries is, or is owned and controlled by, nor, to the Knowledge knowledge of Parent or the Company, any director, manager, officer, employee acting on behalf of the Company, any directors, officers, agents, employees or affiliates of the Company Parent or any of its Subsidiaries their respective Subsidiaries, is, or is currently owned or controlled by, a person with whom dealings are prohibited underthat is, currently the subject or who is a subject of, the target of any economic or other trade sanctions administered or enforced by the U.S. Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of Commerce or the U.S. Department of StateState and including, without limitation, the designation as a “specially designated national” or “blocked person”), the European Union, His Majesty’s Treasury, the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom, Council or other relevant sanctions authority (collectively, “Sanctions” and any such person, a “Sanctioned Person”), nor is are the Company or any of its Subsidiaries located Parent located, organized or organized resident in a country or territory that is the subject or target of country-wide or territory-wide Sanctions (currentlyincluding, without limitation, Cuba, Iran, North Korea, Syria Syria, the Crimea region of Ukraine, the so-called Donetsk People’s Republic and the Crimeaso-called Luhansk People’s Republic, Donetsk the Kherson, Zaporizhzhia, or any other covered region of Ukraine identified pursuant to Executive Order 14065, and Luhansk regions the Company will not directly or indirectly use the proceeds of Ukrainethe offering of the Acquired Units hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) (eachto fund or facilitate any activities of or business with any person, a “Sanctioned Country”). The Company and its Subsidiaries have not for the past two years engaged or in any dealings country or transactions territory, that, at the time of such funding, is the subject or the target of Sanctions, except to the extent as permitted under applicable Sanctions, or (ii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions.
(c) Each of the Company, Parent and its Subsidiaries has not, and is not, engaged in any transactions or dealings with any person, or in any country or territory, that at the time of the dealing or transaction is or was the subject or target of Sanctions, except to the extent as permitted under applicable Sanctions.
(d) None of the Company nor Company, Parent or any of its Subsidiaries, nor, their respective Subsidiaries nor to the Knowledge knowledge of Parent or the Company, any director, manager, officer, agent, employee, affiliate or other person associated with or while acting on behalf of the Company Company, Parent or any of its their respective Subsidiaries has (i) used any corporate funds for directly or indirectly made, offered, promised or authorized any unlawful contribution, gift, entertainment or other unlawful benefit or expense relating to any government official, including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political activityparty or party official or candidate for political office; (ii) made made, offered, promised or authorized any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee from corporate fundsofficial; or (iii) violated or is in violation of any applicable provision of the United States U.S. Foreign Corrupt Practices Act of 1977, as amended. The Company and its Subsidiaries have instituted, maintained and enforced and will continue to maintain and enforce policies and procedures designed to promote compliance with all the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery and or anti-corruption lawsLaw (collectively, the “Anti-Corruption Laws”).
(de) The Company, Parent and their respective Subsidiaries have conducted their businesses in compliance in all material respects with applicable Anti-Corruption Laws and have instituted and maintained and continue to maintain policies and procedures reasonably designed to promote and achieve compliance with such Laws.
(f) The operations of the Company Company, Parent and its their respective Subsidiaries are and have been conducted at all times in compliance in all material compliance respects with the requirements of applicable anti-money laundering lawsLaws, including, but not limited to, the Bank Secrecy Act of 1970, as amended by the USA PATRIOT ACT of 2001, and the rules and regulations promulgated thereunder, and the applicable anti-money laundering Laws of the various jurisdictions in which the Company, Parent and their respective Subsidiaries conduct business (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company Company, Parent or any of its their respective Subsidiaries with respect to any applicable anti-money laundering law the Money Laundering Laws is pending or, to the Knowledge knowledge of the CompanyParent, threatened.
(e) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with all Laws applicable to the Company and its Subsidiaries relating to export, reexport, transfer, and import controls, including the Export Administration Regulations, the International Traffic in Arms Regulations, and the customs and import Laws administered by U.S. Customs and Border Protection (collectively, “Ex-Im Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending or, to the Knowledge of the Company, threatened.
Appears in 3 contracts
Sources: Investment Agreement (ContextLogic Inc.), Investment Agreement (ContextLogic Inc.), Investment Agreement (ContextLogic Inc.)
Compliance with Laws; Permits. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the The Company and each of its Subsidiaries are are, and since July 3January 1, 2021 (or such later date as the applicable Laws may have come into effect) 2013 have been, in compliance with all state or federal laws, common law, statutes, ordinances, codes, rules or regulations, orders, executive orders, judgments, injunctions, governmental guidelines or interpretations having the force Laws of law, Permits, decrees, or other similar requirement enacted, adopted, promulgated, or applied by any Governmental Authority (“Laws”) or Judgments, in each case, that are Body applicable to the Company or any of its Subsidiaries, including the General Data Protection Regulation (EU) 2016/679, the Privacy and Electronic Communications Directive (2002/58/EC), and any national legislation implementing or supplementing the foregoing in the European Union, to the extent applicable. The Company and each of its Subsidiaries hold all licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities (“Permits”) necessary for the lawful conduct of their respective businessesbusinesses or operations, except where the failure to hold the same comply would not individually have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received any written notice of, has Knowledge of or in the aggregatehas been charged with, reasonably be expected to any violation of any Laws, except for violations that would not have a Material Adverse Effect.
(b) None Except as would not have a Material Adverse Effect: (i) the Company and its Subsidiaries currently have all Permits required for the operation of their respective businesses as presently conducted; (ii) all such Permits are in full force and effect and will not be made subject to any loss or obligation to reapply as a result of the consummation of the transactions contemplated by this Agreement; (iii) the Company nor any of and its Subsidiaries norare, and since January 1, 2013 have been, in compliance with such Permits; and (iv) there are no Proceedings pending, or to the Knowledge of the Company, threatened, to suspend, revoke, revise, restrict, terminate or limit any such Permit.
(c) The Company and its Subsidiaries, and to the Knowledge of the Company, their respective directors, officers, agentsemployees, employees representatives and agents are, and since January 1, 2013 have been, in material compliance with all applicable statutory and regulatory requirements governing imports into or affiliates of exports from the Company United States or any foreign country or the terms and conduct of its Subsidiaries is currently a person with whom dealings are prohibited underinternational transactions and the making or receiving of international payments, or who is a subject ofrelating to economic sanctions or embargoes or terrorism financing, any economic money laundering or other trade sanctions administered or enforced compliance with unsanctioned foreign boycotts, including all applicable Laws implemented by (i) the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of Commerce State, or the Bureau of Industry and Security of the U.S. Department of State, the United Nations Security Council, Commerce; (ii) the European Union or His Majesty’s Treasury of any member state thereof or the United Kingdom, ; or (iii) any other relevant applicable national economic sanctions authority (collectively, “Sanctions” and Sanctions Laws”). To the Knowledge of the Company, neither the Company nor any of its Subsidiaries is, or since January 1, 2013 has been, party to any Contract or engaged in any transaction or other business with (a) any country, entity formed or resident therein, or resident thereof, or part of a government of any such personcountry that is itself the subject of applicable Sanctions Laws, a “Sanctioned or (b) any Person that is included in the list of Specially Designated Nationals and Blocked Persons published by the United States Department of the Treasury, the Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions Laws, or any other restricted entity or Person”, as may be promulgated under any applicable Sanctions Laws from time to time, (c) any Person 50 percent or greater owned by, or acting on behalf of, any of the foregoing; or (d) any other Person that is the subject or target of any applicable Sanctions Laws, in each case in violation of applicable Sanctions Laws. Since January 1, 2013, neither the Company nor any of its Subsidiaries has received from any Governmental Body any written notice of any violation or alleged violation of any Sanctions Laws or any other statutory or regulatory requirement referred to in this Section 4.17(c), nor is .
(d) None of the Company or any of its Subsidiaries located or organized in a country or territory that is the subject or target of country-wide or territory-wide Sanctions (currently, Cuba, Iran, North Korea, Syria and the Crimea, Donetsk and Luhansk regions of Ukraine) (each, a “Sanctioned Country”). The Company and its Subsidiaries have not for the past two years engaged in any dealings or transactions in violation of Sanctions.
(c) None of the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf Representative of the Company or any of its Subsidiaries has (i) used any corporate funds for any unlawful contributionhas, giftsince January 1, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee from corporate funds; or (iii) 2013, violated or is in violation of any provision of the United States Foreign Corrupt Practices Act of 1977, as amended. The , (the “FCPA”) or any other applicable anti-corruption laws in any material respects, and the Company and its Subsidiaries have instituted, maintained instituted and enforced maintain and will continue to maintain and enforce policies and procedures reasonably designed to promote compliance with all applicable anti-bribery and anti-corruption laws.
(d) The operations of the Company and its Subsidiaries are and have been conducted at all times in material achieve compliance with applicable anti-money laundering lawscorruption laws and with the representation and warranty contained herein.
(e) None of the Company, and no actionany of its Subsidiaries, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving person who is or was at the time a director, officer or employee of the Company or any of its Subsidiaries with respect to Subsidiaries, or (as far as the Company is aware) any person who otherwise is or was at the time a Representative, is or has at any time since January 1, 2013 until the date of this Agreement been the subject of any investigation, inquiry or litigation, administrative or enforcement proceedings by any Governmental Body regarding any offense or alleged offense under the FCPA, the UK ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, or any applicable anti-money laundering law is pending orbribery law, and to the Knowledge of the Company, no such investigation, inquiry, litigation or proceeding is threatened.
(e) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with all Laws applicable to the Company and its Subsidiaries relating to export, reexport, transfer, and import controls, including the Export Administration Regulations, the International Traffic in Arms Regulations, and the customs and import Laws administered by U.S. Customs and Border Protection (collectively, “Ex-Im Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending or, to the Knowledge of the Company, threatened.
Appears in 3 contracts
Sources: Merger Agreement (Novelis Inc.), Merger Agreement (Aleris Corp), Merger Agreement (Novelis Inc.)
Compliance with Laws; Permits. (a) The Partnership and each of its Subsidiaries are in compliance with all federal, national, provincial, state, local or multinational laws, statutes, common laws, ordinances, codes, rules, orders, judgments, injunctions, writs, decrees, governmental guidelines or interpretations having the force of law, Permits, regulations, decrees, codes or executive orders enacted, issued, adopted, promulgated or applied by or on behalf of any Governmental Authorities (collectively, “Laws”) applicable to the Partnership or any of its Subsidiaries, except where the failure to be in compliance would not have a Material Adverse Effect.
(b) Except (i) as described in or contemplated by the Partnership Filed SEC Documents, (ii) for those that are the responsibility of the counterparties to obtain pursuant to the terms of the charter agreements relating to the Vessels as such agreements are currently in effect and (iii) where the failure to so possess would not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect, the Company and Partnership, each of its Subsidiaries are and since July 3, 2021 (or such later date as other than the applicable Laws may have come into effectJoint Venture Entities) have been, in compliance with all state or federal laws, common law, statutes, ordinances, codes, rules or regulations, orders, executive orders, judgments, injunctions, governmental guidelines or interpretations having the force of law, Permits, decrees, or other similar requirement enacted, adopted, promulgated, or applied by any Governmental Authority (“Laws”) or Judgments, in each case, that are applicable to the Company or any of its Subsidiaries, including the General Data Protection Regulation (EU) 2016/679, the Privacy and Electronic Communications Directive (2002/58/EC), and any national legislation implementing or supplementing the foregoing in the European Unionand, to the extent applicable. The Company and Knowledge of the Partnership, each of its Subsidiaries hold the Joint Venture Entities, holds all licenses, franchises, permits, certificates, approvals approvals, authorizations and authorizations registrations from Governmental Authorities (“Permits”) necessary for the Partnership, each such Subsidiary and each such Joint Venture Entity, as applicable, to own, lease and operate its properties and assets and necessary for the lawful conduct of their respective businesses, except where the failure to hold the same would not individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(b) None of the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any directors, officers, agents, employees or affiliates of the Company or any of its Subsidiaries businesses as each such business is currently a person with whom dealings are prohibited undernow being, or who is a subject ofat such time was, any economic or other trade sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of Commerce or the U.S. Department of State, the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority conducted (collectively, “Sanctions” and any such person, a “Sanctioned Person”), nor is the Company or any of its Subsidiaries located or organized in a country or territory that is the subject or target of country-wide or territory-wide Sanctions (currently, Cuba, Iran, North Korea, Syria and the Crimea, Donetsk and Luhansk regions of Ukraine) (each, a “Sanctioned Country”). The Company and its Subsidiaries have not for the past two years engaged in any dealings or transactions in violation of Sanctions.
(c) None of the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee from corporate funds; or (iii) violated or is in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. The Company and its Subsidiaries have instituted, maintained and enforced and will continue to maintain and enforce policies and procedures designed to promote compliance with all applicable anti-bribery and anti-corruption laws.
(d) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with applicable anti-money laundering laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending or, to the Knowledge of the Company, threatened.
(e) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with all Laws applicable to the Company and its Subsidiaries relating to export, reexport, transfer, and import controls, including the Export Administration Regulations, the International Traffic in Arms Regulations, and the customs and import Laws administered by U.S. Customs and Border Protection (collectively, “Ex-Im LawsPermits”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending or, to the Knowledge of the Company, threatenedall such Permits are in full force and effect.
Appears in 3 contracts
Sources: Merger Agreement (New Fortress Energy Inc.), Merger Agreement (Golar LNG LTD), Merger Agreement (Golar LNG Partners LP)
Compliance with Laws; Permits. (a) Except The Company and each of its Subsidiaries are, and have been since January 1, 2022, in compliance with all state, federal, local, municipal, international, multinational, supranational or other Laws or Judgments, applicable to the Company or any of its Subsidiaries, except for instances of non-compliance that would not, individually or in the aggregate, have a Material Adverse Effect. Since January 1, 2022, neither the Company nor any of its Subsidiaries has been given written notice of, or been charged with, any violation of, any applicable Law, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and each of its Subsidiaries are and since July 3, 2021 .
(or such later date as the applicable Laws may have come into effectb) have been, in compliance with all state or federal laws, common law, statutes, ordinances, codes, rules or regulations, orders, executive orders, judgments, injunctions, governmental guidelines or interpretations having the force of law, Permits, decrees, or other similar requirement enacted, adopted, promulgated, or applied by any Governmental Authority (“Laws”) or Judgments, in each case, that are applicable to the Company or any of its Subsidiaries, including the General Data Protection Regulation (EU) 2016/679, the Privacy and Electronic Communications Directive (2002/58/EC), and any national legislation implementing or supplementing the foregoing in the European Union, to the extent applicable. The Company and each of its Subsidiaries hold all licenses, franchises, permits, certificates, approvals consents, approvals, identification numbers and authorizations from Governmental Authorities (collectively, “Permits”) necessary for the lawful conduct of their respective businessesbusinesses (including to lawfully own, lease or otherwise hold and operate their properties and business), except where the failure to hold the same would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as would not, individually or in the aggregate, have a Material Adverse Effect, the Permits held by the Company or any of its Subsidiaries are valid and in full force and effect, and the Company and its applicable Subsidiary are in compliance in with the terms and requirements thereof.
(bc) None The Company, each of its Subsidiaries and each of its and their respective directors, officers and employees acting in such capacity are and, to the Knowledge of the Company, each of its and their other agents acting on its or their behalf are, and have been since January 1, 2022, in compliance with the Foreign Corrupt Practices Act of 1977, the UK Bribery Act of 2010, all Laws enacted to implement the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and any rules and regulations promulgated thereunder or any other applicable Laws relating to bribery, corruption, kick-backs or money laundering (collectively, “Anti-Bribery Laws”). Neither the Company, nor any of its Subsidiaries, have received any written communication that alleges material violation of any Anti-Bribery Law. To the Knowledge of the Company there is not currently and, since January 1, 2022, there has not been, any audit or investigation by or before any Governmental Authority (including receipt of any subpoena) related to any actual, alleged or potential violation of any Anti-Bribery Law. Since January 1, 2022, none of the Company, any of its Company Subsidiaries any of its or their respective directors or officers, nor to the Knowledge of the Company any of its or their respective employees, or agents, has offered, paid, authorized or promised to pay anything of value to any Person for the purpose of improperly influencing any decision of any officer, employee, representative or body of any Governmental Authority (including any entity owned or controlled by any Governmental Authority) or improperly obtaining or retaining business or a business advantage in violation of any Anti-Bribery Law.
(d) Except as would not, individually or in the aggregate, have a Material Adverse Effect, since January 1, 2022, the Company and each of its Subsidiaries have complied in all respects with all applicable Export Laws. Except as would not, individually or in the aggregate, have a Material Adverse Effect, since January 1, 2022, neither the Company nor any of its the Company’s Subsidiaries norhas (i) received written notice of any actual, alleged or potential violation of any Export Law or (ii) been a party to or the subject of any pending (or to the Knowledge of the Company, threatened) Action, or, to the Knowledge of the Company, any directorsaudit or investigation, officers, agents, employees or affiliates of the Company or any of its Subsidiaries is currently a person with whom dealings are prohibited under, or who is a subject of, any economic or other trade sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of Commerce or the U.S. Department of State, the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions” and any such person, a “Sanctioned Person”), nor is the Company or any of its Subsidiaries located or organized in a country or territory that is the subject or target of country-wide or territory-wide Sanctions (currently, Cuba, Iran, North Korea, Syria and the Crimea, Donetsk and Luhansk regions of Ukraine) (each, a “Sanctioned Country”). The Company and its Subsidiaries have not for the past two years engaged in any dealings or transactions in violation of Sanctions.
(c) None of the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee from corporate funds; or (iii) violated or is in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. The Company and its Subsidiaries have instituted, maintained and enforced and will continue to maintain and enforce policies and procedures designed to promote compliance with all applicable anti-bribery and anti-corruption laws.
(d) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with applicable anti-money laundering laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or Governmental Authority (including receipt of any arbitrator involving the Company or any of its Subsidiaries with respect subpoena) related to any applicable anti-money laundering law is pending oractual, to the Knowledge alleged or potential violation of the Company, threatenedany Export Law.
(e) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with all Laws applicable to the Company and its Subsidiaries relating to export, reexport, transfer, and import controls, including the Export Administration Regulations, the International Traffic in Arms Regulations, and the customs and import Laws administered by U.S. Customs and Border Protection (collectively, “Ex-Im Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending or, to the Knowledge of the Company, threatened.
Appears in 3 contracts
Sources: Agreement and Plan of Merger (Paragon 28, Inc.), Agreement and Plan of Merger (Paragon 28, Inc.), Agreement and Plan of Merger (Zimmer Biomet Holdings, Inc.)
Compliance with Laws; Permits. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the The Company and each of its Subsidiaries are and are, and, since July 3June 30, 2021 (or such later date as the applicable Laws may have come into effect) 2016, have been, in compliance with all state or federal laws, common law, statutes, ordinances, codes, rules or regulations, orders, executive ordersapplicable Laws, judgments, injunctions, governmental guidelines or interpretations having the force decrees and orders of law, Governmental Authorities and Permits, decrees, or other similar requirement enacted, adopted, promulgated, or applied by any Governmental Authority (“Laws”) or Judgments, in each case, that are applicable to the Company or any of its Subsidiaries, including the General Data Protection Regulation except as would not constitute a Material Adverse Effect.
(EUb) 2016/679, the Privacy and Electronic Communications Directive (2002/58/EC), and any national legislation implementing or supplementing the foregoing in the European Union, to the extent applicable. The Company and each of its Subsidiaries hold hold, and, since June 30, 2016, have held, all licenses, franchises, permits, certificates, approvals approvals, authorizations and authorizations registrations from Governmental Authorities (“Permits”) necessary for the lawful conduct of their respective businessesbusinesses (collectively, “Permits”), and all such Permits are in full force and effect, except where the failure to hold the same or the failure of the same to be in full force and effect would not individually or in the aggregate, reasonably be expected to have constitute a Material Adverse Effect.
(bc) None of the Company nor any of its Subsidiaries nor, to To the Knowledge of the Company, any directors, officers, agents, employees or affiliates of the Company or any and each of its Subsidiaries is currently a person in compliance in all material respects with whom dealings are prohibited under(i) the Foreign Corrupt Practices Act of 1977, or who is a subject of, any economic or other trade sanctions administered or enforced by (ii) the Office Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Assets Control of the U.S. Department of the TreasuryPublic Officials in International Business Transactions and legislation implementing such convention, the U.S. Department of Commerce or the U.S. Department of State, (iii) the United Nations Security CouncilKingdom Bribery Act of 2010, (iv) the European Union ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ and (v) all other Laws, writs, injunctions, directives, judgments, decrees or His Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions” and any such person, a “Sanctioned Person”), nor is orders to which the Company or any of its Subsidiaries located or organized in a country or territory that is the are subject or target of countryrelating to anti-wide or territory-wide Sanctions (currently, Cuba, Iran, North Korea, Syria and the Crimea, Donetsk and Luhansk regions of Ukraine) (each, a “Sanctioned Country”). The Company and its Subsidiaries have not for the past two years engaged in any dealings or transactions in violation of Sanctionsmoney laundering compliance.
(cd) None of the Company nor any of and its Subsidiaries, Subsidiaries nor, to the Knowledge of the Company, any director, officer, agentagent or employee of the Company or any of its Subsidiaries, employee, affiliate or other person associated with or acting on behalf has for the benefit of the Company or any of its Subsidiaries has (i) used engaged in any corporate funds for any unlawful contribution, gift, entertainment financial transaction or other unlawful expense relating business conduct, including the sale, import, or export of goods or services, or facilitated such financial transaction or business conduct, or otherwise engaged in any business or financial arrangement involving property where prohibited by the economic or financial sanctions or trade embargoes imposed, administered or enforced from time to political activity; (ii) made any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee from corporate funds; or (iii) violated or is in violation of time by the United States (including the U.S. Office of Foreign Corrupt Practices Act Assets Control, the U.S. Department of 1977Treasury, as amended. The Company the U.S. Department of Commerce, and its Subsidiaries have institutedthe U.S. Department of State), maintained the United Nations Security Council, the European Union, and enforced the United Kingdom (including Her Majesty’s Treasury and will continue the UK Office of Financial Sanctions Implementation) and any sanctions laws to maintain and enforce policies and procedures designed to promote compliance with all applicable anti-bribery and anti-corruption laws.
(d) The operations of which the Company and its Subsidiaries are and have been conducted at all times in material compliance with applicable anti-money laundering laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending or, to the Knowledge of the Company, threatenedsubject.
(e) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with all Laws applicable to the Company and its Subsidiaries relating to export, reexport, transfer, and import controls, including the Export Administration Regulations, the International Traffic in Arms Regulations, and the customs and import Laws administered by U.S. Customs and Border Protection (collectively, “Ex-Im Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending or, to the Knowledge of the Company, threatened.
Appears in 3 contracts
Sources: Merger Agreement, Merger Agreement (American International Group Inc), Merger Agreement (Validus Holdings LTD)
Compliance with Laws; Permits. (ai) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, The businesses of the Company and each of its Subsidiaries have been (since December 31, 1999), and are and since July 3being, 2021 (or such later date as the applicable Laws may have come into effect) have been, conducted in compliance in all material respects with all state applicable federal, state, local or federal non-U.S. laws, common law, statutes, ordinances, codesrules, regulations (including, without limitation, the rules or regulationsof any applicable self-regulatory organization recognized by the SEC), rulings, written interpretations, judgments, orders, executive orders, judgments, injunctions, governmental guidelines or interpretations having the force of law, Permits, decrees, arbitration awards, agency requirements, licenses or other similar requirement enactedpermits of any Governmental Entity of competent jurisdiction, adoptedincluding all regulations regulating the business and products of insurance and all applicable orders and directives of insurance regulatory authorities (including federal authorities with respect to variable insurance and annuity products) and orders resulting from market conduct examinations of insurance regulatory authorities (including federal authorities with respect to variable insurance and annuity products) (collectively, promulgated"LAWS"). Except as set forth in the Company Reports filed prior to the date hereof and for regulatory examinations or reviews conducted in the ordinary course, no material investigation or applied review by any Governmental Authority (“Laws”) or Judgments, in each case, that are applicable Entity with respect to the Company or any of its Subsidiaries, including the General Data Protection Regulation (EU) 2016/679, the Privacy and Electronic Communications Directive (2002/58/EC), and any national legislation implementing or supplementing the foregoing in the European Union, to the extent applicable. The Company and each of its Subsidiaries hold all licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities (“Permits”) necessary for the lawful conduct of their respective businesses, except where the failure to hold the same would not individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(b) None of the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any directors, officers, agents, employees or affiliates of the Company or any of its Subsidiaries is currently a person with whom dealings are prohibited under, or who is a subject of, any economic or other trade sanctions administered or enforced by the Office of Foreign Assets Control as of the U.S. Department of the Treasury, the U.S. Department of Commerce or the U.S. Department of State, the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions” and any such person, a “Sanctioned Person”), nor is the Company or any of its Subsidiaries located or organized in a country or territory that is the subject or target of country-wide or territory-wide Sanctions (currently, Cuba, Iran, North Korea, Syria and the Crimea, Donetsk and Luhansk regions of Ukraine) (each, a “Sanctioned Country”). The Company and its Subsidiaries have not for the past two years engaged in any dealings or transactions in violation of Sanctions.
(c) None of the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee from corporate funds; or (iii) violated or is in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. The Company and its Subsidiaries have instituted, maintained and enforced and will continue to maintain and enforce policies and procedures designed to promote compliance with all applicable anti-bribery and anti-corruption laws.
(d) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with applicable anti-money laundering laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is date hereof pending or, to the Knowledge of the Company, threatened.
(eii) The operations No material change is required in the Company's or any of its Subsidiaries' processes, properties, practices or procedures in connection with any such Laws, and the Company has not received any written notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. Notwithstanding the generality of the foregoing, the Company and each of its Subsidiaries have in place policies and procedures with respect to themselves and their insurance agents, third-party administrators, brokers, broker/dealers, distributors and agents intended to assure that their sales processes and practices are consistent in all material respects with applicable Law governing such practices and processes, and, where there has been any material deviation therefrom, such deviation has been cured, resolved or settled through agreements with applicable Governmental Entities or are barred by all applicable statutes of limitations or other equitable principles. To the Knowledge of the Company, all employees of the Company and its Subsidiaries are and have been conducted at all times in material compliance with all Laws applicable to the Company and its Subsidiaries relating to export, reexport, transfer, and import controls, including the Export Administration Regulations, the International Traffic in Arms Regulations, and the customs and import Laws administered by U.S. Customs and Border Protection (collectively, “Ex-Im Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries management responsibility with respect to any business line, and all officers and directors thereof required to be registered with or licensed under applicable anti-money laundering law is pending orLaws, to are so licensed and in good standing with the Knowledge of the Company, threatenedapplicable Governmental Entity.
Appears in 2 contracts
Sources: Subscription Agreement (Arch Capital Group LTD), Subscription Agreement (Arch Capital Group LTD)
Compliance with Laws; Permits. None of the Subsidiaries (a) Except as is in violation of, or has violated, any applicable provisions of any laws, statutes, ordinances or regulations (including any rules or regulations of any governmental or non-governmental self-regulatory organization or agency), (b) since January 1, 1999, has received any notice from any governmental or non-governmental self-regulatory organization or agency or any Government Entity or any other person that such Subsidiary is in violation of, or has violated, any applicable provisions of any laws, statutes, ordinances or regulations or (c) has any officers, directors or employees who, since January 1, 1999, have been the subject of any disciplinary proceedings or enforcement order arising under any applicable provisions of any laws, statutes, ordinances or regulations (including any rules or regulations of any non-governmental self-regulatory organization or agency) that would be required to be, but has not been, disclosed on Form ADV or BD, and no such disciplinary proceeding or proceedings for the issuance of any enforcement order is pending or threatened, except in the case of each of clauses (a), (b) and (c) for violations or alleged violations that would not, individually or in the aggregate, reasonably be expected to have result in a Company Material Adverse Effect. Each of the Subsidiaries has all federal, the Company state and each of its Subsidiaries are and since July 3local approvals, 2021 (or such later date as the applicable Laws may have come into effect) have beenregistrations, in compliance with all state or federal lawsconsents, common lawcertificates, statutesfilings, ordinancesnotices, codes, rules or regulations, orders, executive orders, judgments, injunctions, governmental guidelines or interpretations having the force of law, Permits, decrees, or other similar requirement enacted, adopted, promulgated, or applied by any Governmental Authority (“Laws”) or Judgments, in each case, that are applicable to the Company or any of its Subsidiaries, including the General Data Protection Regulation (EU) 2016/679, the Privacy and Electronic Communications Directive (2002/58/EC), and any national legislation implementing or supplementing the foregoing in the European Union, to the extent applicable. The Company and each of its Subsidiaries hold all licenses, franchisesrights, permits, certificates, approvals licenses and authorizations franchises from Governmental Authorities (“Permits”) Entities necessary for the lawful ownership and use of its properties and assets or required to conduct of their respective businessesits business as now being conducted, except where for such approvals, registrations, consents, certificates, filings, notices, rights, permits, licenses and franchises the failure to hold the same absence of that would not not, individually or in the aggregate, reasonably be expected to have result in a Company Material Adverse Effect.
(b) None of . Each Subsidiary whose activities require registration as an insurance company or an insurance agency is duly licensed or authorized as an insurance company or insurance agency, as the Company nor any of its Subsidiaries norcase may be, to the Knowledge of the Company, any directors, officers, agents, employees or affiliates of the Company or any of its Subsidiaries is currently a person with whom dealings are prohibited under, or who is a subject of, any economic or other trade sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of Commerce or the U.S. Department of State, the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions” and any such person, a “Sanctioned Person”), nor is the Company or any of its Subsidiaries located or organized in a country or territory that is the subject or target of country-wide or territory-wide Sanctions (currently, Cuba, Iran, North Korea, Syria and the Crimea, Donetsk and Luhansk regions of Ukraine) (each, a “Sanctioned Country”). The Company and its Subsidiaries have not for the past two years engaged in any dealings or transactions in violation of Sanctions.
(c) None of the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; in its jurisdiction of incorporation and (ii) made any direct except for failures to be so licensed or indirect unlawful payment authorized that would not, individually or benefit in the aggregate, reasonably be expected to any foreign result in a Company Material Adverse Effect, in each other jurisdiction where the nature of its business (including the type of business written, sold, produced or domestic government official managed) requires it to be so licensed or employee from corporate funds; authorized. The Insurance Subsidiaries are, collectively, licensed or (iii) violated authorized to write or is conduct business in violation each of the 50 United States Foreign Corrupt Practices Act of 1977, as amended. The Company and its Subsidiaries have instituted, maintained and enforced and will continue to maintain and enforce policies and procedures designed to promote compliance with all applicable anti-bribery and anti-corruption laws.
(d) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with applicable anti-money laundering laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending or, to the Knowledge of the Company, threatened.
(e) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with all Laws applicable to the Company and its Subsidiaries relating to export, reexport, transfer, and import controls, including the Export Administration Regulations, the International Traffic in Arms Regulationswhich they issue policies, and the customs business actually written or conducted by each Insurance Subsidiary is in conformity with such licenses or authorizations, except for failures that would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. Keyport Financial Services Corp. ("KFSC") is duly registered or licensed as a broker-dealer under the Exchange Act and import Laws administered all other applicable securities and "blue sky" laws and is a member in good standing of the NASD, except for failures to be so registered, licensed or authorized or be in good standing that would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. KFSC is registered or licensed to conduct business as a broker-dealer in each of the 50 United States in which it offers its services and the business actually conducted by U.S. Customs and Border Protection (collectivelyit is in conformity with such licenses or authorizations, “Ex-Im Laws”)except for failures that would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. Each Subsidiary has made all filings required to be made by it under applicable regulatory requirements since December 31, 1999, and all such filings have complied with the applicable regulatory requirements, except for such failures that would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. To the Companies' knowledge, no action, suit or proceeding by or before any court or governmental agency, authority or body Subsidiary or any arbitrator involving associated person is subject to a statutory disqualification that could be the basis for a suspension, revocation or limitation of the license of, or ability to obtain a license for such Subsidiary, except for such failures that would not, individually or in the aggregate, reasonably be expected to result in a Company or Material Adverse Effect. To the Companies' knowledge, subject to the requirement to make filings with and provide notice of the Sale to Governmental Entities, including state insurance commissions, and to the receipt of the Necessary Consents, the consummation of the transactions contemplated by this Agreement will not terminate any of its Subsidiaries with respect the material licenses held by any Subsidiary. Subject to receipt of the Necessary Consents, the consummation of the transactions contemplated by this Agreement will not result in any applicable anti-money laundering law is pending orrevocation, cancellation, limitation or suspension of any such approval, permit, registration, consent, certificate, filing, notice, right, license and franchise, except for such revocations, cancellations, limitations and suspensions that would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. Financial Centre Insurance Agency, Inc. does not hold or possess, and has not received or applied for, any approval, permit, registration, consent, certificate, filing, notice, right, license or franchise currently used in or related to the Knowledge of the Company, threatenedBusiness.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Keyport Life Insurance Co), Stock Purchase Agreement (Liberty Financial Companies Inc /Ma/)
Compliance with Laws; Permits. 3.9.1 The Company is not and has not previously been in violation of (ai) Except as would notany applicable order, individually judgment, injunction, award or in the aggregatedecree of any governmental or regulatory body, reasonably be expected to have a Material Adverse Effect, the Company and each of its Subsidiaries are and since July 3, 2021 (court or such later date as the applicable Laws may have come into effect) have been, in compliance with all state or federal laws, common law, statutes, ordinances, codes, rules or regulations, orders, executive orders, judgments, injunctions, governmental guidelines or interpretations having the force of law, Permits, decrees, or other similar requirement enacted, adopted, promulgated, or applied by any Governmental Authority arbitrator (“LawsOrder”) or Judgments(ii) any federal, in each casestate, that are local or foreign law, ordinance, statute or regulation or any other requirement of any governmental or regulatory body, court or arbitrator (“Law”) applicable to the Company or its business. Neither of the Sellers nor the Company have received, nor do Sellers have knowledge of the issuance of, any notice of any violation or alleged violation by any of its Subsidiaries, including the General Data Protection Regulation (EU) 2016/679, the Privacy and Electronic Communications Directive (2002/58/EC), and them of any national legislation implementing or supplementing the foregoing in the European Union, Law applicable to the extent applicableCompany, any component of the business conducted by the Company, or the ownership thereof, whether issued by a governmental or regulatory body, court, arbitrator, insurance carrier, client, or other third party. The Company and each of its Subsidiaries hold has all third party licenses, franchises, permits, certificates, approvals consents, authorizations, orders or approvals, including without limitation insurance licenses and authorizations from Governmental Authorities insurance carrier appointments (collectively, “Permits”) ), that are material to or necessary for the lawful conduct of their respective businesses, except where the failure to hold the same would not individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(b) None of the Company nor any of its Subsidiaries nor, to the Knowledge business of the Company, and such Permits are in full force and effect. No violation is or has been recorded in respect of any directors, officers, agents, employees or affiliates of the Company or any of its Subsidiaries is currently a person with whom dealings are prohibited under, or who is a subject of, any economic or other trade sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of Commerce or the U.S. Department of State, the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions” and any such person, a “Sanctioned Person”), nor is the Company or any of its Subsidiaries located or organized in a country or territory that is the subject or target of country-wide or territory-wide Sanctions (currently, Cuba, Iran, North Korea, Syria and the Crimea, Donetsk and Luhansk regions of Ukraine) (each, a “Sanctioned Country”). The Company and its Subsidiaries have not for the past two years engaged in any dealings or transactions in violation of Sanctions.
(c) None of the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee from corporate funds; or (iii) violated or is in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. The Company and its Subsidiaries have instituted, maintained and enforced and will continue to maintain and enforce policies and procedures designed to promote compliance with all applicable anti-bribery and anti-corruption laws.
(d) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with applicable anti-money laundering lawsPermit, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending or, to the Knowledge best of Sellers’ knowledge and that of the Company, threatened.
threatened to revoke or limit any Permit. There are no Permits required from the government of the United States, any state or political subdivision thereof, any foreign country or any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government for the Company to conduct all components of the business lawfully which are not held by the Company or a Client Facing Person (e) The operations of as defined in Section 3.9.2 below). All Permits held by the Company and its Subsidiaries Client Facing Persons are in full force and have been conducted at all times effect, and the Company and each such Client Facing Person has in material the past and is currently operating in compliance with all Laws applicable of its Permits. Neither of the Sellers, nor to the Company and its Subsidiaries relating to exportbest of Sellers’ knowledge, reexport, transfer, and import controls, including the Export Administration Regulations, the International Traffic in Arms Regulations, and the customs and import Laws administered by U.S. Customs and Border Protection (collectively, “Ex-Im Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries the Company’s officers, directors, employees or independent contractors has at any time made or received any bribe, kickback or other illegal payment or engaged in any other illegal conduct with respect to the business. The Company has not engaged in any applicable anti-money laundering law is pending oranticompetitive or unfair business practice.
3.9.2 Each officer, employee, consultant, independent contractor and other person employed, supervised or controlled by the Company, or for whom the Company has a responsibility to the Knowledge supervise or control under Law or by contract, and any employee or consultant of the Company, threatenedwho is required by reason of the nature of his or her employment by or relationship to the Company to be registered or licensed who has marketed, sold, negotiated, serviced, administered, managed, provided advice with respect to, underwritten, had substantive contact with any client account or prospective client or otherwise transacted (“Transacted”) business for the Company (each, a “Client Facing Person”), at each time such Client Facing Person Transacted any such business, was duly and appropriately licensed or registered with the proper Permit (for the type of business Transacted by such Client Facing Person), in each case, in the particular jurisdiction in which such Client Facing Person Transacted such business. All Client Facing Persons have complied with all Laws and the terms of their respective Permits in connection with the marketing or sale of products for the Company. All compensation paid to each such Client Facing Person was paid in accordance with applicable Laws.
3.9.3 The Company has at all times complied in all material respects with all applicable Laws (including without limitation the Health Insurance Portability and Accountability Act of 1996, as amended to date) relating to privacy, data protection and the collection and use of personal information and user information gathered or accessed in the course of the operations of the Company. The Company has at all times complied in all material respects with all rules, policies and procedures established by the Company from time to time with respect to privacy, data protection or collection and use of personal information and user information gathered or accessed in the course of the operations of the Company, or as required by any contract to which the Company is a party. No claims have been asserted or, to either Seller’s knowledge, threatened against the Company by any party alleging a violation of such party’s privacy, personal or confidentiality rights under any such rules, policies or procedures or under any contract to which the Company is a party. The Company has at all times taken all steps reasonably necessary (including, without limitation, implementing and monitoring compliance with adequate measures with respect to technical and physical security) to ensure that the information is protected against loss and against unauthorized access, use, modification, disclosure or other misuse. To the best of Sellers’ knowledge, there has been no unauthorized access to or other misuse of that information.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Bryn Mawr Bank Corp), Stock Purchase Agreement (Bryn Mawr Bank Corp)
Compliance with Laws; Permits. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company Comet and each of its Subsidiaries are are, and have been since July 3January 1, 2021 (or such later date as the applicable Laws may have come into effect) have been2017, in compliance with all state or federal laws, common law, statutes, ordinances, codes, rules or regulations, orders, executive orders, judgments, injunctions, governmental guidelines or interpretations having the force of law, Permits, decrees, or other similar requirement enacted, adopted, promulgated, or applied by any Governmental Authority (“Laws”) or Judgments, in each case, that are Laws and Orders applicable to the Company Comet or any of its Subsidiaries, including the General Data Protection Regulation (EU) 2016/679, the Privacy and Electronic Communications Directive (2002/58/EC), and any national legislation implementing or supplementing the foregoing in the European Union, to the extent applicableexcept as would not have a Comet Material Adverse Effect. The Company and each of its Subsidiaries hold all licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities Entities held by Comet or any of its Subsidiaries (each, a “PermitsComet Permit”) constitute all licenses, franchises, permits, certificates, approvals and authorizations that are necessary for the lawful Comet and its Subsidiaries to lawfully conduct of their respective businessesbusinesses and all such Comet Permits are valid and in full force and effect, except where the failure to hold the same or to be in full force and effect would not individually or in the aggregate, reasonably be expected to have a Comet Material Adverse Effect. Except as would not have a Comet Material Adverse Effect, Comet, each of its Subsidiaries and, to the Knowledge of Comet, each of its and their directors, officers and employees acting in such capacity and each of its and their other agents and representatives acting on its or their behalf is and has been, since January 1, 2017, in compliance with (A) the FCPA to the extent applicable to Comet, its Subsidiaries and such directors, officers, employees, agents and representatives, and (B) the provisions of applicable anti-bribery, anti-corruption, anti-money laundering and sanctions Laws of each jurisdiction in which Comet and its Subsidiaries operate or have operated. Since January 1, 2017, to the Knowledge of Comet, Comet, its Subsidiaries and its or any of their respective officers, directors, employees, agents and representatives, have not paid, offered or promised to pay, or authorized or ratified the payment, directly or indirectly, of any monies or anything of value to any national, provincial, municipal or other Government Official or any political party or candidate for political office for the purpose of corruptly influencing any act or decision of such official or of the government to obtain or retain business, or direct business to any person, or to secure any other improper benefit or advantage, in each case in violation of the FCPA or any Laws described in clause (B) of the preceding sentence. Comet and its Subsidiaries have instituted and maintain policies and procedures reasonably designed to ensure compliance with the FCPA and other anti-bribery, anti-corruption, anti-money laundering and sanctions Laws in each jurisdiction in which Comet and its Subsidiaries operate. None of Comet or any of its Subsidiaries or, to the Knowledge of Comet, any of their respective directors, officers, employees, agents or representatives acting on their behalf, has been or is designated on the list of Specifically Designated Nationals and Blocked Persons maintained by OFAC. Neither Comet nor any of its Subsidiaries are subject to any actual pending civil, criminal or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings, demand letters, settlements or enforcement actions, or have made any voluntary disclosures to any Governmental Entity, in each case involving Comet or any of its Subsidiaries relating to the FCPA or any other anti-bribery, anti-corruption, anti-money laundering or sanctions Laws.
(b) None Each of Comet and its Subsidiaries is in compliance with the terms of (A) each Comet Permit that is issued or granted by the FCC that is material to the business of Comet and its Subsidiaries as it is conducted as of the Company nor date of this Agreement, and (B) each other Comet Permit that is issued or granted by any other Governmental Entity and that is material to the business of Comet and its Subsidiaries nor, to the Knowledge as it is conducted as of the Companydate of this Agreement, any directors, officers, agents, employees in the case of (A) or affiliates of the Company (B) authorizing Comet or any of its Subsidiaries is currently a person with whom dealings are prohibited underto provide broadcasting and/or audio-visual media services, and/or own, operate or install broadcasting and/or audio-visual media networks and facilities, including satellites, or who is a subject of, any economic or other trade sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of Commerce or the U.S. Department of State, the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority to use radio frequencies (collectively, the “Sanctions” and any such person, a “Sanctioned PersonComet Communications Licenses”), nor is and (C) the Company or any of its Subsidiaries located or organized in a country or territory that is the subject or target of country-wide or territory-wide Sanctions (currently, Cuba, Iran, North Korea, Syria rules and the Crimea, Donetsk and Luhansk regions of Ukraine) (each, a “Sanctioned Country”). The Company and its Subsidiaries have not for the past two years engaged in any dealings or transactions in violation of Sanctions.
(c) None regulations of the Company nor any of its SubsidiariesGovernmental Entities issuing such Comet Communications Licenses, nor, except for failures to the Knowledge of the Company, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee from corporate funds; or (iii) violated or comply that would not have a Comet Material Adverse Effect. There is in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. The Company and its Subsidiaries have instituted, maintained and enforced and will continue to maintain and enforce policies and procedures designed to promote compliance with all applicable anti-bribery and anti-corruption laws.
(d) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with applicable anti-money laundering laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is not pending or, to the Knowledge of Comet, threatened before the Company, threatened.
(e) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with all Laws applicable to the Company and its Subsidiaries relating to export, reexport, transfer, and import controls, including the Export Administration Regulations, the International Traffic in Arms Regulations, and the customs and import Laws administered by U.S. Customs and Border Protection (collectively, “Ex-Im Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body FCC or any arbitrator involving the Company other Governmental Entity, any material Proceeding (i) against Comet or any of its Subsidiaries with respect Subsidiaries, (ii) relating to any of the Comet Communications Licenses, including any such Proceeding reasonably likely to result in the revocation, suspension, cancellation, rescission or modification of any material Comet Communications License or other impairment in any material respect of the operation of the business of Comet and its Subsidiaries as it is conducted as of the date of this Agreement, except (x) Proceedings to amend the Communications Act, or applicable antirules and regulations promulgated thereunder, not directed at Comet or its Subsidiaries or (y) Proceedings of general applicability to the broadcasting and/or audio-money laundering law is pending orvisual media services industries or (iii) that would have a Comet Material Adverse Effect. Except for restrictions or conditions that appear on the face of the Comet Communications Licenses, and except for restrictions or conditions that pertain to the Comet Communications Licenses issued by the FCC under generally applicable rules of the FCC, to the Knowledge of Comet, no Comet Communications License held by Comet or any Subsidiary of Comet is subject to any restriction or condition which would limit the Companyoperation of the business of Comet and its Subsidiaries as it is conducted as of the date of this Agreement, threatenedexcept for restrictions or conditions that would not have a Comet Material Adverse Effect.
Appears in 2 contracts
Sources: Merger Agreement (Viacom Inc.), Merger Agreement (CBS Corp)
Compliance with Laws; Permits. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the The Company and each of its Subsidiaries are are, and since July for the past three (3) years, 2021 (or such later date as the applicable Laws may have come into effect) have been, been in compliance in all material respects with all state or federal laws, common law, statutes, ordinances, codes, rules or regulations, orders, executive orders, judgments, injunctions, governmental guidelines or interpretations having that have the force of law, Permits, decrees, or other similar requirement requirements enacted, adopted, promulgated, or applied by any Governmental Authority (“Laws”) or Judgments, in each case, that are applicable to the Company or any of its Subsidiaries, including the General Data Protection Regulation (EU) 2016/679, the Privacy and Electronic Communications Directive (2002/58/EC), and any national legislation implementing or supplementing the foregoing in the European Union, to the extent applicable. The Company and each of its Subsidiaries hold all material licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities (“Permits”) necessary for the lawful conduct of their respective businesses, except where the failure to hold the same would not individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(b) None of the Company nor any The Company, each of its Subsidiaries norSubsidiaries, and each of their respective officers, directors and employees and, to the Knowledge of the Company, agents or other third party representatives acting on behalf of any directorsof them is, officersand for the past three (3) years have been, agentsin compliance in all material respects with (i) the Foreign Corrupt Practices Act of 1977 and any rules and regulations promulgated thereunder, employees or affiliates of and any other Laws applicable to the Company or any and its Subsidiaries, in each country in which they operate, that address the prevention of its Subsidiaries is currently corruption (the “Anti-Corruption Laws”), and have maintained accurate books and records and adopted and adhered to a person with whom dealings are prohibited undersystem of policies, or who is a subject ofprocedures, any economic and internal controls as required by applicable Anti-Corruption Laws, (ii) all sanctions regulations, orders or other trade sanctions financial restrictions administered or enforced by the United States (including without limitation the Office of Foreign Assets Control of the U.S. United States Treasury Department of (“OFAC”)) and similar sanctions, Laws and regulations applicable to the Treasury, the U.S. Department of Commerce Company or the U.S. Department of State, the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority its Subsidiaries from time to time (collectively, “Sanctions” ”) and has not to the Company’s Knowledge transacted any such person, a “Sanctioned Person”), nor is the Company business with or any of its Subsidiaries located or organized in a country or territory that is the subject or target of country-wide or territory-wide Sanctions (currently, Cuba, Iran, North Korea, Syria and the Crimea, Donetsk and Luhansk regions of Ukraine) (each, a “Sanctioned Country”). The Company and its Subsidiaries have not for the past two years engaged benefit of any Person designated on OFAC’s list of Specially Designated Nationals and Blocked Persons that was not in any dealings or transactions in violation of compliance with such Sanctions.
(c) None of the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee from corporate funds; or and (iii) violated or is in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. The Company and its Subsidiaries have instituted, maintained and enforced and will continue to maintain and enforce policies and procedures designed to promote compliance with all applicable anti-bribery and anti-corruption laws.
(d) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with applicable anti-money laundering laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending or, to the Knowledge of the Company, threatened.
(e) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with all Laws applicable to the Company and its Subsidiaries relating to export, reexportre-export, transfer, and import controls, including the Export Administration Regulations, the International Traffic in Arms Regulations, and the customs and import Laws administered by U.S. Customs and Border Protection Protection.
(collectively, “Ex-Im Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving c) For the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending orpast three (3) years, to the Knowledge of the Company, threatenednone of the Company or any Subsidiary or any of their respective directors, officers, employees or any Person acting on behalf of the Company or any Subsidiary have been the subject of any allegation, complaint, voluntary disclosure, investigation, inquiry, prosecution or other enforcement action related to any Anti-Corruption Laws, Sanctions, or applicable Laws related to export, re-export, transfer or import controls.
Appears in 2 contracts
Sources: Investment Agreement (Redwire Corp), Investment Agreement (Redwire Corp)
Compliance with Laws; Permits. (a) Except Neither Ardagh nor any of its Affiliates are, or for the past three (3) years has been, in violation of any Laws applicable to any AMP Entity or the conduct of the AMP Business, except as would not, individually or in the aggregate, be material to the AMP Business or the AMP Entities, taken as a whole. During the past three (3) years, (i) no event has occurred and, to the Knowledge of Ardagh, no condition or circumstance exists, that would reasonably be expected expected, with or without notice or the lapse of time or both, to have constitute, or result in, directly or indirectly, a Material Adverse Effectdefault under, the Company and each a breach or violation in any material respect of, or a failure to comply in any material respect with, any applicable Laws by any AMP Entity or any AMP Business Employee, or by Ardagh or any of its Subsidiaries are Affiliates (other than any AMP Entity) or any employee thereof solely with respect to the AMP Business, (ii) no AMP Entity has been, and since July 3none of Ardagh or any of its other Affiliates has been (in each case, 2021 solely with respect to the AMP Business), sanctioned, fined or penalized for any violation of or failure to comply with any applicable Law, and (iii) no AMP Entity has received, and none of Ardagh or any of its other Affiliates has received (with respect to the AMP Business), any written or, to the Knowledge of Ardagh, other notice from any Governmental Authority alleging a violation of any applicable Law by any such later date Person, which, individually or in the aggregate, would be material to the AMP Business or the AMP Entities, taken as the a whole.
(b) The AMP Entities hold all Permits necessary under applicable Laws may have come into for the conduct of the AMP Business as currently conducted and to own, lease and operate the properties of the AMP Business (which Permits are valid and in full force and effect) and are, and for the past three (3) years have been, in compliance with all state or federal laws, common law, statutes, ordinances, codes, rules or regulations, orders, executive orders, judgments, injunctions, governmental guidelines or interpretations having the force terms of law, such Permits, decreesexcept for such failure or noncompliance which, or other similar requirement enacted, adopted, promulgated, or applied by any Governmental Authority (“Laws”) or Judgments, in each case, that are applicable to the Company or any of its Subsidiaries, including the General Data Protection Regulation (EU) 2016/679, the Privacy and Electronic Communications Directive (2002/58/EC), and any national legislation implementing or supplementing the foregoing in the European Union, to the extent applicable. The Company and each of its Subsidiaries hold all licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities (“Permits”) necessary for the lawful conduct of their respective businesses, except where the failure to hold the same would not individually or in the aggregate, reasonably would not be expected to have a Material Adverse Effect.
(b) None of the Company nor any of its Subsidiaries nor, material to the Knowledge of the Company, any directors, officers, agents, employees or affiliates of the Company or any of its Subsidiaries is currently a person with whom dealings are prohibited under, or who is a subject of, any economic or other trade sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of Commerce AMP Business or the U.S. Department of StateAMP Entities, the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions” and any such person, taken as a “Sanctioned Person”), nor is the Company or any of its Subsidiaries located or organized in a country or territory that is the subject or target of country-wide or territory-wide Sanctions (currently, Cuba, Iran, North Korea, Syria and the Crimea, Donetsk and Luhansk regions of Ukraine) (each, a “Sanctioned Country”)whole. The Company and its Subsidiaries have not for the past two years engaged in any dealings or transactions in violation of Sanctions.
(c) None of the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee from corporate funds; or (iii) violated or is in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. The Company and its Subsidiaries have instituted, maintained and enforced and will continue to maintain and enforce policies and procedures designed to promote compliance with all applicable anti-bribery and anti-corruption laws.
(d) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with applicable anti-money laundering laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law No Action is pending or, to the Knowledge of Ardagh, threatened in writing, seeking the Companyrevocation, threatenedcancellation, suspension or adverse modification of any such Permit.
(e) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with all Laws applicable to the Company and its Subsidiaries relating to export, reexport, transfer, and import controls, including the Export Administration Regulations, the International Traffic in Arms Regulations, and the customs and import Laws administered by U.S. Customs and Border Protection (collectively, “Ex-Im Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending or, to the Knowledge of the Company, threatened.
Appears in 2 contracts
Sources: Business Combination Agreement (Ardagh Metal Packaging S.A.), Business Combination Agreement (Gores Holdings v Inc.)
Compliance with Laws; Permits. (a) Except as disclosed in Section 2.11(a) of the Company Disclosure Letter, (i) the Company and each of its Subsidiaries are, and since January 1, 2010 have been, in substantial compliance with and are not in default under or in violation of any applicable federal, state, local or foreign law, statute, ordinance, rule, regulation, writ, injunction, judgment or order, issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity (each, a “Law” and collectively, “Laws”), except where such non-compliance, default or violation would notnot have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and (ii) since January 1, 2010, neither the Company and each nor any of its Subsidiaries are and since July 3Subsidiaries, 2021 (or such later date as the applicable Laws may have come into effect) have beennor any of their respective representatives, in compliance with all state or federal laws, common law, statutes, ordinances, codes, rules or regulations, orders, executive orders, judgments, injunctions, governmental guidelines or interpretations having the force has received written notice of law, Permits, decrees, or other similar requirement enacted, adopted, promulgated, or applied by any Governmental Authority (“Laws”) or Judgments, in each case, that are applicable violation of any Law relating to the Company or any of its Subsidiaries, including the General Data Protection Regulation (EU) 2016/679except for possible violations which, the Privacy and Electronic Communications Directive (2002/58/EC), and any national legislation implementing or supplementing the foregoing in the European Union, to the extent applicable. The Company and each of its Subsidiaries hold all licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities (“Permits”) necessary for the lawful conduct of their respective businesses, except where the failure to hold the same would not individually or in the aggregate, reasonably be expected to would not have a Company Material Adverse Effect.
(b) None The Company and its Subsidiaries are in possession of all material authorizations, licenses, permits, consents, certificates, approvals and orders of any Governmental Entity necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “Company Permits”), except where the failure to have any of the Company nor any Permits would not have, individually or in the aggregate, a Company Material Adverse Effect. All Company Permits are in full force and effect, except where the failure to be in full force and effect would not have, individually or in the aggregate, a Company Material Adverse Effect.
(c) Without limiting the generality of Section 2.11(a), (i) the Company and each of its Subsidiaries norare, to the Knowledge and since January 1, 2010 have been, in substantial compliance with and are not in default under or in violation of the Company, any directors, officers, agents, employees or affiliates export Laws of the Company or any United States (each, an “Export Law” and collectively, “Export Laws”), including, without limitation, (A) the Bureau of its Subsidiaries is currently a person with whom dealings are prohibited underIndustry and Security’s Export Administration Regulations, or who is a subject of, any economic or other trade sanctions administered or enforced by (B) the Office of Foreign Assets Control’s Trade Sanctions, (C) Arms Export Control of Act, (D) the U.S. Department of International Traffic in Arms Regulations, (E) antiboycott controls under the Treasury, the U.S. Department of EAR’s Commerce Rules or the U.S. Department of StateInternal Revenue Code’s Treasury Regulations, and (F) the United Nations Security CouncilStates Foreign Corrupt Practices Act, the European Union or His Majesty’s Treasury of the United Kingdomand (ii) since January 1, or other relevant sanctions authority (collectively2010, “Sanctions” and any such person, a “Sanctioned Person”), nor is the Company or any of its Subsidiaries located or organized in a country or territory that is the subject or target of country-wide or territory-wide Sanctions (currently, Cuba, Iran, North Korea, Syria and the Crimea, Donetsk and Luhansk regions of Ukraine) (each, a “Sanctioned Country”). The Company and its Subsidiaries have not for the past two years engaged in any dealings or transactions in violation of Sanctions.
(c) None of neither the Company nor any of its Subsidiaries, nornor any of their respective representatives, has received written notice of any violation of any Export Law relating to the Knowledge of the Company, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee from corporate funds; or (iii) violated or is in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. The Company and its Subsidiaries have instituted, maintained and enforced and will continue to maintain and enforce policies and procedures designed to promote compliance with all applicable anti-bribery and anti-corruption lawsSubsidiaries.
(d) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with applicable anti-money laundering laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending or, to the Knowledge of the Company, threatened.
(e) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with all Laws applicable to the Company and its Subsidiaries relating to export, reexport, transfer, and import controls, including the Export Administration Regulations, the International Traffic in Arms Regulations, and the customs and import Laws administered by U.S. Customs and Border Protection (collectively, “Ex-Im Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending or, to the Knowledge of the Company, threatened.
Appears in 2 contracts
Sources: Merger Agreement (Elecsys Corp), Merger Agreement (Lindsay Corp)
Compliance with Laws; Permits. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the The Company and each of its Subsidiaries are are, and since July 3January 1, 2021 (or such later date as the applicable Laws may have come into effect) 2013, have been, in compliance with all state federal, national, provincial, state, local or federal multinational laws, statutes, common law, statuteslaws, ordinances, codes, rules or regulationsrules, orders, executive orders, judgments, injunctions, writs, decrees, governmental guidelines or interpretations having the force of law, Permits, regulations, decrees, codes or other similar requirement executive orders enacted, issued, adopted, promulgated, promulgated or applied by or on behalf of any Governmental Authority Authorities (collectively, “Laws”) or Judgments, in each case, that are applicable to the Company or any of its Subsidiaries, including the General Data Protection Regulation (EU) 2016/679except as would not reasonably be expected to have, the Privacy and Electronic Communications Directive (2002/58/EC), and any national legislation implementing individually or supplementing the foregoing in the European Unionaggregate, to the extent applicablea Material Adverse Effect. The Company and Company, each of its Subsidiaries hold and, to the Knowledge of the Company, each of the Blue Capital Entities, holds, and since January 1, 2013, has held, all licenses, franchises, permits, certificates, approvals approvals, authorizations and authorizations registrations from Governmental Authorities (“Permits”) necessary for the Company, each such Subsidiary and each such Blue Capital Entity, as applicable, to own, lease and operate its properties and assets and necessary for the lawful conduct of their respective businessesbusinesses as each such business is now being, or at such time was, conducted (collectively, “Permits”), and all such Permits are in full force and effect, except where the failure to hold the same or the failure of the same to be in full force and effect would not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(b) None of the Company nor any of its Subsidiaries nor, to . To the Knowledge of the Company, any directors, officers, agents, employees or affiliates of the Company or any and each of its Subsidiaries is currently a person in compliance in all material respects with whom dealings are prohibited under, or who is a subject of, any economic or other trade sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of Commerce or the U.S. Department of State, the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions” and any such person, a “Sanctioned Person”), nor is the Company or any of its Subsidiaries located or organized in a country or territory that is the subject or target of country-wide or territory-wide Sanctions (currently, Cuba, Iran, North Korea, Syria and the Crimea, Donetsk and Luhansk regions of Ukraine) (each, a “Sanctioned Country”). The Company and its Subsidiaries have not for the past two years engaged in any dealings or transactions in violation of Sanctions.
(c) None of the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee from corporate funds; or (iii) violated or is in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. The Company and its Subsidiaries have instituted, maintained and enforced and will continue to maintain and enforce policies and procedures designed to promote compliance with all applicable anti-bribery and anti-corruption laws.
(d) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with applicable anti-money laundering laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving rules and regulations promulgated thereunder (the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending or, to the Knowledge of the Company, threatened.
(e) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with all Laws applicable to the Company and its Subsidiaries relating to export, reexport, transfer, and import controls, including the Export Administration Regulations, the International Traffic in Arms Regulations, and the customs and import Laws administered by U.S. Customs and Border Protection (collectively, “Ex-Im LawsFCPA”), (ii) the Organization for Economic Cooperation and no actionDevelopment Convention Against Bribery of Foreign Public Officials in International Business Transactions and legislation implementing such convention and (iii) the United Kingdom Bribery Act of 2010, suit or proceeding by or before as amended, and any court or governmental agency, authority or body or any arbitrator involving rules and regulations promulgated thereunder (the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending or, to the Knowledge of the Company, threatened“UK Bribery Act”).
Appears in 2 contracts
Sources: Merger Agreement (Endurance Specialty Holdings LTD), Merger Agreement (Montpelier Re Holdings LTD)
Compliance with Laws; Permits. (a) Except as would not, individually or in the aggregate, reasonably be expected to have be material to the Company and its Subsidiaries, taken as a Material Adverse Effectwhole, since January 1, 2015, the Company and each of its Subsidiaries are has been and since July 3, 2021 (or such later date as the applicable Laws may have come into effect) have been, is being conducted in compliance in all respects with all state applicable federal, state, local or federal lawsforeign law, statutes or ordinances, common law, statutesor any rule, ordinancesregulation, codesstandard, rules judgment, order, writ, injunction, decree, agency requirement, license or regulationspermit of any Governmental Entity (collectively, orders, executive orders, judgments, injunctions, governmental guidelines or interpretations having the force of law, Permits, decrees, or other similar requirement enacted, adopted, promulgated, or applied “Laws”). No material Action by any Governmental Authority (“Laws”) or Judgments, in each case, that are applicable Entity with respect to the Company or any of its Subsidiaries, including the General Data Protection Regulation (EU) 2016/679, the Privacy and Electronic Communications Directive (2002/58/EC), and any national legislation implementing or supplementing the foregoing in the European Union, to the extent applicable. The Company and each of its Subsidiaries hold all licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities (“Permits”) necessary for the lawful conduct of their respective businesses, except where the failure to hold the same would not individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(b) None of the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any directors, officers, agents, employees or affiliates of the Company or any of its Subsidiaries is currently a person with whom dealings are prohibited under, or who is a subject of, any economic or other trade sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of Commerce or the U.S. Department of State, the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions” and any such person, a “Sanctioned Person”), nor is the Company or any of its Subsidiaries located or organized in a country or territory that is the subject or target of country-wide or territory-wide Sanctions (currently, Cuba, Iran, North Korea, Syria and the Crimea, Donetsk and Luhansk regions of Ukraine) (each, a “Sanctioned Country”). The Company and its Subsidiaries have not for the past two years engaged in any dealings or transactions in violation of Sanctions.
(c) None of the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee from corporate funds; or (iii) violated or is in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. The Company and its Subsidiaries have instituted, maintained and enforced and will continue to maintain and enforce policies and procedures designed to promote compliance with all applicable anti-bribery and anti-corruption laws.
(d) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with applicable anti-money laundering laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending or, to the Knowledge of the Company, is threatened.
(e) The operations of . Except as would not, individually or in the Company and its Subsidiaries are and have been conducted at all times in aggregate, reasonably be expected to be material compliance with all Laws applicable to the Company and its Subsidiaries relating to exportSubsidiaries, reexport, transfer, and import controls, including the Export Administration Regulationstaken as a whole, the International Traffic Company and each of its Subsidiaries has obtained and is in Arms Regulationscompliance with all permits, licenses, certifications, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders issued or granted by a Governmental Entity (“Permits”) necessary to own, lease and operate its properties or other assets and to carry on its respective business. All such Permits are valid and in full force and effect, except as would not, individually or in the customs aggregate, be material to the Company and import Laws administered by U.S. Customs and Border Protection its Subsidiaries, taken as a whole.
(collectively, “Ex-Im Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving b) None of the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending or, to the Knowledge of the Company, threatenedany of their respective directors, officers, employees, consultants, sales representatives, distributors or agents, in such capacity and on behalf of the Company, has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful payments relating to political activity or (ii) violated, directly or indirectly, any applicable money laundering or anti-terrorism Law or directly or indirectly lent, contributed or otherwise made available any funds to any Person for the purpose of financing the activities of any Person currently targeted by any U.S. sanctions administered by the United States Office of Foreign Asset Control. The Company, its Subsidiaries, and to the Knowledge of the Company, its Affiliates and each of their respective directors, officers, employees, consultants, sales representatives, distributors and agents, have complied at all times, and are in compliance, with all applicable U.S. and non-U.S. anti-corruption and anti-bribery Laws with respect to the Company, including the U.S. Foreign Corrupt Practices Act (15 U.S.C. §§ 78dd-1 et seq.). In this regard, the Company, its Subsidiaries and, to the Knowledge of the Company, its Affiliates and each of their respective directors, officers, employees, consultants, sales representatives, distributors and agents, in such capacity and on behalf of the Company, have not given, offered, agreed or promised to give, or authorized the giving, directly or indirectly, of any money or other thing of value to any Person as an inducement or reward for favorable action or forbearance from action or the exercise of influence. The Company, its Subsidiaries and, to the Knowledge of the Company, its Affiliates have instituted and maintain policies and procedures which are reasonably expected to be effective to ensure continued compliance with any such U.S. and non-U.S. anti-bribery, anti-corruption money laundering and anti-terrorism Laws.
Appears in 2 contracts
Sources: Merger Agreement (G&k Services Inc), Merger Agreement (Cintas Corp)
Compliance with Laws; Permits. (a) Except as would not, individually or in set forth on Schedule 3.16 of the aggregate, reasonably be expected to have a Material Adverse EffectDisclosure Schedules, the Company Acquired Companies have complied with and each of its Subsidiaries are and since July 3, 2021 (or such later date as the in compliance in all material respects with all applicable Laws may of all applicable Governmental Authorities. No written notices have come into effectbeen received by and no claims have been filed during the past four (4) have been, in compliance with all state or federal laws, common law, statutes, ordinances, codes, rules or regulations, orders, executive orders, judgments, injunctions, governmental guidelines or interpretations having the force years against any Acquired Company alleging a material violation of law, Permits, decrees, or other similar requirement enacted, adopted, promulgated, or applied by any Governmental Authority (“Laws”) or Judgments, in each case, that are applicable to the Company or any of its Subsidiaries, including the General Data Protection Regulation (EU) 2016/679, the Privacy and Electronic Communications Directive (2002/58/EC), and any national legislation implementing or supplementing the foregoing in the European Union, to the extent applicable. The Company and each of its Subsidiaries hold all licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities (“Permits”) necessary for the lawful conduct of their respective businesses, except where the failure to hold the same would not individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(b) None of Neither the Company nor any of its Subsidiaries Acquired Companies nor, to the Knowledge of the Company’s knowledge, any directorsof their respective employees, officerssubcontractors, agents, employees representatives, consultants, distributors, partners, resellers or affiliates suppliers are or, to the Company’s knowledge, have been designated within the last three years on any restricted party list published by any U.S. government agency (including, without limitation, the Department of the Company or any of its Subsidiaries is currently a person with whom dealings are prohibited underTreasury, or who is a subject of, any economic or other trade sanctions administered or enforced by the Office of Foreign Assets Control of Control’s “Specially Designated Nationals List”, the U.S. Department of the TreasuryCommerce, Bureau of Industry and Security’s “Denied Persons List”, the U.S. Department of Commerce or the U.S. Department of State, Directorate of Defense Trade Controls’ “Debarred Parties List”), the United Nations Security Council(UN) financial sanctions lists, the and financial sanctions lists enacted by European Union or His Majesty’s Treasury of the United Kingdom(EU) member states pursuant to UN, or other relevant sanctions authority (collectivelyEU, “Sanctions” and any such person, a “Sanctioned Person”), nor is the Company or any of its Subsidiaries located or organized in a country or territory that is the subject or target of country-wide or territory-wide Sanctions (currently, Cuba, Iran, North Korea, Syria and the Crimea, Donetsk and Luhansk regions of Ukraine) (each, a “Sanctioned Country”). The Company and its Subsidiaries have not for the past two years engaged in any dealings or transactions in violation of Sanctionsnational regimes.
(c) None of Neither the Company nor any of its Subsidiaries, Acquired Companies nor, to the Knowledge of the Company’s knowledge, any directorof their respective Affiliates, officerjoint venturers, agentprincipals, employeeofficers, affiliate employees, managers, agents or representatives, distributors, contractors, or any person while acting for or on the Acquired Companies’ behalf, has during the last three years directly or indirectly made or offered or solicited or accepted any contribution, donation, gift, gratuity, travel, entertainment, bribe, rebate, payoff, influence payment, kickback, or other person associated with payment or acting on behalf anything else of the Company value to or from any person, private or public, regardless of its Subsidiaries has what form, whether in money, property, or services (i) used any corporate funds to obtain favorable treatment for any unlawful contributionbusiness sought, gift, entertainment or other unlawful expense relating to political activity; (ii) made to pay for favorable treatment for any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee from corporate funds; or business obtained, (iii) violated to obtain or is pay for special concessions or for special concessions for any business previously obtained or (iv) otherwise to confer any benefit, in each case of clauses (i) - (iv), in violation of any applicable laws or requirements of any Governmental Authorities (including but not limited to the United States Anti-Kickback Act of 1986, as amended, the Foreign Corrupt Practices Act of 1977, as amended. The Company and its Subsidiaries have instituted, maintained and enforced and will continue to maintain and enforce policies and procedures designed to promote compliance with all or other similar United States or foreign law) or otherwise in violation of applicable anti-bribery and anti-corruption laws.
(dlaws for the purposes described in Section 162(c) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with applicable anti-money laundering laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body Code or any arbitrator involving similar law or for the Company establishment or maintenance of any concealed fund or concealed bank account (collectively, the “Anti-Bribery Laws”). Neither the Acquired Companies nor, to the Company’s knowledge, any of their respective Affiliates, joint venturers, principals, officers, employees, managers, agents or representatives, distributors, contractors, or any Person while acting for or on the Acquired Companies’ behalf, has directly or indirectly: (i) made any unlawful payment or corruptly offered anything of its Subsidiaries with respect value to any foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns, or (ii) violated or enabled the violation of any applicable anti-money laundering law is pending oror regulation. During the last five years, none of the Acquired Companies has received any communication that alleges that any Acquired Company and, to the Knowledge Company’s knowledge, any of the Companytheir respective current (or former) directors, threatened.
(e) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with all Laws applicable to the Company and its Subsidiaries relating to exportAffiliates, reexportjoint venturers, transferprincipals, and import controlsofficers, including the Export Administration Regulationsemployees, the International Traffic in Arms Regulationsmanagers, and the customs and import Laws administered by U.S. Customs and Border Protection (collectivelyagents or representatives, “Ex-Im Laws”)distributors, and no actioncontractors, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving person associated with or acting for or on the Company Acquired Companies’ behalf is in violation of, or any of its Subsidiaries with respect to has liability under, any applicable Anti-Bribery Laws or anti-money laundering law laws. During the last five years, none of the principals of the Company has been a foreign government officer, agent or employee of a foreign Governmental Authority or is pending orcurrently a government officer, agent or employee of a Governmental Authority. The Acquired Companies and, to the Knowledge of Company’s knowledge, their respective current (or former) directors and employees are and, to the Company’s knowledge, threatenedhave been during the last two years in compliance in all respects with such Anti-Bribery Laws.
(d) All material Permits required for the Acquired Companies to conduct their business as conducted on the date of this Agreement and as needed to conduct the Company’s business as proposed in any Government bid or Contract have been obtained by it and are valid and in full force and effect (“Company Permits”). All fees and charges with respect to such Company Permits have been paid in full to the extent due. No event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse or limitation of any Company Permit. No written notices have been received by any Acquired Company during the last two years alleging the failure to hold any Company Permit, or to the effect that any Acquired Company is not in compliance with any Company Permit, in each case that has not been resolved.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (CNL Strategic Capital, LLC)
Compliance with Laws; Permits. (a) Except The Company is not in violation of or default under any provision of its restated certificate of incorporation or bylaws, each as currently in effect. The Company and its Subsidiaries are in compliance in all material respect with all material statutes and regulations (whether issued under domestic, foreign or international law), including the FSA Rules. The Company and its Subsidiaries have each conducted and continue to conduct business operations in accordance with all law and regulation applicable to the Company or any Subsidiary, and neither the Company nor any Subsidiary is in violation of any such law or regulation, except in each case for violations which would notnot reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company is not subject to material regulation in any jurisdiction other than the ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ and the member states of the European Union and any political subdivision of any of the foregoing.
(b) Without limiting the generality of the preceding paragraph, with respect to its business operations and with such exceptions as would not reasonably be expected to have a Material Adverse Effecthave, the Company and each of its Subsidiaries are and since July 3, 2021 (or such later date as the applicable Laws may have come into effect) have been, in compliance with all state or federal laws, common law, statutes, ordinances, codes, rules or regulations, orders, executive orders, judgments, injunctions, governmental guidelines or interpretations having the force of law, Permits, decrees, or other similar requirement enacted, adopted, promulgated, or applied by any Governmental Authority (“Laws”) or Judgments, in each case, that are applicable to the Company or any of its Subsidiaries, including the General Data Protection Regulation (EU) 2016/679, the Privacy and Electronic Communications Directive (2002/58/EC), and any national legislation implementing or supplementing the foregoing in the European Union, to the extent applicable. The Company and each of its Subsidiaries hold all licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities (“Permits”) necessary for the lawful conduct of their respective businesses, except where the failure to hold the same would not individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.:
(bi) None the Company, and each of its Subsidiaries, by virtue of broker-dealer activities, is not required to be registered in or obtain a franchise, permit, license or similar authorization (each, a “Permit”) from any jurisdiction, other than those Permits currently held, and, as a broker-dealer, has not exceeded in any material respect those business activities in which it is authorized by governmental authorities to engage as enumerated in any agreements with any governmental authority or any other limitations imposed in connection with their registration forms;
(ii) all such Permits held by the Company or any Subsidiary are in full force and effect and, to the knowledge of the Company, no suspension or cancellation of any of them has been threatened in writing;
(iii) neither the Company nor any of its Subsidiaries nor, has failed to the Knowledge of the Company, pay any directors, officers, agents, employees or affiliates material fees and assessments due and payable in connection with any filing; and
(iv) none of the Company or any of its Subsidiaries is currently subject to a person with whom dealings are prohibited under, or who is a subject of, any economic or other trade sanctions administered or enforced by the Office of Foreign Assets Control “statutory disqualification” as defined in Section 3(a)(39) of the U.S. Department of the Treasury, the U.S. Department of Commerce or the U.S. Department of State, the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions” and any such person, a “Sanctioned Person”), nor is the Company or any of its Subsidiaries located or organized in a country or territory that is the subject or target of country-wide or territory-wide Sanctions (currently, Cuba, Iran, North Korea, Syria and the Crimea, Donetsk and Luhansk regions of Ukraine) (each, a “Sanctioned Country”). The Company and its Subsidiaries have not for the past two years engaged in any dealings or transactions in violation of SanctionsExchange Act.
(c) None of Except for normal examinations conducted by the Company nor any of its SubsidiariesSEC, nor, to FSA or a self-regulatory organization in the Knowledge regular course of the Company’s and its Subsidiaries’ business, (i) neither the SEC, FSA nor any director, officer, agent, employee, affiliate self-regulatory organization has initiated any proceeding or other person associated with investigation into the business or acting on behalf operations of the Company or any of its Subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; and (ii) made there is no unresolved violation or exception by the SEC, FSA or any direct or indirect unlawful payment or benefit self-regulatory organization with respect to any foreign report or domestic government official or employee from corporate funds; or (iii) violated or is in violation statement relating to any examinations of the United States Foreign Corrupt Practices Act of 1977, as amended. The Company and its Subsidiaries have instituted, maintained and enforced and will continue to maintain and enforce policies and procedures designed to promote compliance with all applicable anti-bribery and anti-corruption laws.
(d) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with applicable anti-money laundering laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending or, to the Knowledge of the Company, threatenedSubsidiaries.
(e) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with all Laws applicable to the Company and its Subsidiaries relating to export, reexport, transfer, and import controls, including the Export Administration Regulations, the International Traffic in Arms Regulations, and the customs and import Laws administered by U.S. Customs and Border Protection (collectively, “Ex-Im Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending or, to the Knowledge of the Company, threatened.
Appears in 1 contract
Sources: Securities Purchase Agreement (Marketaxess Holdings Inc)
Compliance with Laws; Permits. (a) Except as Continental and its Subsidiaries are in compliance, and have complied, with all applicable Laws other than non-compliance which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and each of its Subsidiaries are and since July 3, 2021 (. No investigation or such later date as the applicable Laws may have come into effect) have been, in compliance with all state or federal laws, common law, statutes, ordinances, codes, rules or regulations, orders, executive orders, judgments, injunctions, governmental guidelines or interpretations having the force of law, Permits, decrees, or other similar requirement enacted, adopted, promulgated, or applied review by any Governmental Authority (“Laws”) or Judgments, in each case, that are applicable Entity with respect to the Company Continental or any of its Subsidiaries, including the General Data Protection Regulation (EU) 2016/679, the Privacy and Electronic Communications Directive (2002/58/EC), and any national legislation implementing or supplementing the foregoing in the European UnionSubsidiaries is pending or, to the extent applicable. The Company knowledge of Continental, is threatened, nor has any Governmental Entity indicated in writing an intention to conduct the same.
(b) Continental and each of its Subsidiaries hold are in possession of all franchises, grants, authorizations, licenses, franchisespermits, permitseasements, variances, exemptions, consents, certificates, approvals and authorizations from Governmental Authorities (“Permits”) orders necessary for the lawful conduct of to own, lease and operate their properties and to lawfully carry on their respective businessesbusinesses as they are now being conducted (collectively, the "Continental Permits"), and there is no action, proceeding or investigation pending or, to the knowledge of Continental, threatened regarding any of the Continental Permits. None of Continental or any of its Subsidiaries is in conflict with, or in default or violation of any of the Continental Permits, except where the failure to hold the same for any such conflicts, defaults or violations which would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(b) None . The Continental Permits will not be cancelled or terminated or otherwise adversely affected as a result of the Company nor any of its Subsidiaries nor, to the Knowledge completion of the Company, any directors, officers, agents, employees or affiliates of the Company or any of its Subsidiaries is currently a person with whom dealings are prohibited under, or who is a subject of, any economic or other trade sanctions administered or enforced transactions contemplated by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of Commerce or the U.S. Department of State, the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions” and any such person, a “Sanctioned Person”), nor is the Company or any of its Subsidiaries located or organized in a country or territory that is the subject or target of country-wide or territory-wide Sanctions (currently, Cuba, Iran, North Korea, Syria and the Crimea, Donetsk and Luhansk regions of Ukraine) (each, a “Sanctioned Country”). The Company and its Subsidiaries have not for the past two years engaged in any dealings or transactions in violation of Sanctionsthis Agreement.
(c) None of the Company nor Continental, any of its Subsidiaries, norSubsidiaries or, to the Knowledge knowledge of the CompanyContinental, any directordirectors, officer, agent, employee, affiliate officers or other person associated with or acting on behalf employees of the Company Continental or any of its Subsidiaries has (i) used any corporate funds for any unlawful contributioncontributions, giftgifts, entertainment or other unlawful expense expenses relating to political activity; activity or (ii) made any direct or indirect unlawful payment or benefit to any foreign government officials or domestic government official employees or employee from corporate funds; to political parties or (iii) campaigns or violated or is in violation any provision of the United States Foreign Corrupt Practices Act of 1977, as amended. The Company and its Subsidiaries have instituted, maintained and enforced and will continue to maintain and enforce policies and procedures designed to promote compliance with all applicable anti-bribery and anti-corruption laws.
(d) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with applicable anti-money laundering laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending or, to the Knowledge of the Company, threatened.
(e) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with all Laws applicable to the Company and its Subsidiaries relating to export, reexport, transfer, and import controls, including the Export Administration Regulations, the International Traffic in Arms Regulations, and the customs and import Laws administered by U.S. Customs and Border Protection (collectively, “Ex-Im Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending or, to the Knowledge of the Company, threatened.
Appears in 1 contract
Compliance with Laws; Permits. (ai) Except As of the date of this Agreement, the businesses of each of the Company and its Subsidiaries have not been, and are not being, conducted in violation of any federal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively, "LAWS") and as would notof the Effective Time, the businesses of each of the Company and its Subsidiaries will not be conducted in violation of any federal, state, local or foreign Laws except for any violation, which individually or in the aggregate, reasonably would not be expected material to have a Material Adverse Effect, the Company. Except as set forth in the Company and each of its Subsidiaries are and since July 3Reports filed prior to the date hereof, 2021 (no investigation or such later date as the applicable Laws may have come into effect) have been, in compliance with all state or federal laws, common law, statutes, ordinances, codes, rules or regulations, orders, executive orders, judgments, injunctions, governmental guidelines or interpretations having the force of law, Permits, decrees, or other similar requirement enacted, adopted, promulgated, or applied review by any Governmental Authority (“Laws”) or Judgments, in each case, that are applicable Entity with respect to the Company or any of its Subsidiaries, including the General Data Protection Regulation (EU) 2016/679, the Privacy and Electronic Communications Directive (2002/58/EC), and any national legislation implementing or supplementing the foregoing in the European UnionSubsidiaries is pending or, to the extent applicableknowledge of the officers of the Company, threatened, nor has any Governmental Entity indicated an intention to conduct the same. To the knowledge of the officers of the Company, no material change is required in the Company's or any of its Subsidiaries' processes, properties or procedures in connection with any Laws, and the Company has not received any notice or communication of any material noncompliance with any Laws that has not been cured as of the date hereof. Except as set forth in Section 5.1(i) of the Company Disclosure Letter, as of the date of this Agreement, the Company and its Subsidiaries each has all and as of the Effective Time, the Company and its Subsidiaries each will have all permits, licenses, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals necessary to conduct its business as then conducted, except where the failure to have any of the foregoing would not be material to the Company.
(ii) The Company and each of its Subsidiaries hold holds, and is qualified and eligible to hold, all material licenses, franchises, permits, certificates, approvals permits and other authorizations from Governmental Authorities issued by the Federal Communications Commission (“Permits”the "FCC") necessary to such entity for the lawful conduct operation of their respective businesses, except where all of which are set forth in Section 5.1(i) of the failure to hold Company Disclosure Letter (the same would not individually or "COMPANY FCC LICENSES"). The Company FCC Licenses are valid and in the aggregate, reasonably be expected to have a Material Adverse Effect.
(b) None of full force and effect and neither the Company nor any of its Subsidiaries nor, is or has been delinquent in payment on or in default under any installment obligation owed to the Knowledge United States Treasury in connection with the Company FCC Licenses. As used herein, the term "full force and effect" means that (A) the orders issuing the Company FCC Licenses have become effective, (B) no stay of effectiveness of such orders has been issued by the FCC, and (C) the Company FCC Licenses have not been invalidated by any subsequent published FCC action. All material reports and applications required by the Communications Act of 1934, as amended (the "COMMUNICATIONS ACT"), or required to be filed with the FCC by the Company or any of its Subsidiaries have been filed and are accurate and complete in all material respects. The Company and its Subsidiaries are, and have been, in compliance in all material respects with, and the communications systems operated pursuant to the Company FCC Licenses are and have been operated in compliance in all material respects with, the Communications Act. There is not pending as of the Companydate hereof any application, petition, objection, pleading or proceeding with the FCC or any directors, officers, agents, employees public service commission or affiliates similar body having jurisdiction or authority over the communications operations of the Company or any of its Subsidiaries is currently which questions the validity of or contests any Company FCC License or which presents a person with whom dealings are prohibited undersubstantial risk that, if accepted or granted, or who is a subject ofconcluded adversely, could result in (as applicable) the revocation, cancellation, suspension, dismissal, denial or any economic materially adverse modification of any Company FCC License or other trade sanctions administered imposition of any substantial fine or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of Commerce or the U.S. Department of State, the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions” and any such person, a “Sanctioned Person”), nor is forfeiture against the Company or any of its Subsidiaries located or organized except as set forth in a country or territory that is the subject or target of country-wide or territory-wide Sanctions (currently, Cuba, Iran, North Korea, Syria and the Crimea, Donetsk and Luhansk regions of UkraineSection 5.1(i) (each, a “Sanctioned Country”). The Company and its Subsidiaries have not for the past two years engaged in any dealings or transactions in violation of Sanctions.
(c) None of the Company nor any of its Subsidiaries, nor, Disclosure Letter. No fact is known to the Knowledge Company or its Subsidiaries which if known by a Governmental Entity of the Companycompetent jurisdiction would present a substantial risk that any Company FCC License could be revoked, cancelled, suspended or materially adversely modified or that any director, officer, agent, employee, affiliate substantial fine or other person associated with or acting on behalf of forfeiture could be imposed against the Company or any of its Subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee from corporate funds; or Subsidiaries.
(iii) violated or is in violation Each of the Company and its Subsidiaries has complied with the United States Foreign Corrupt Practices Act and neither of 1977them nor any Person controlled by either of them, as amended. The Company and its Subsidiaries have instituted, maintained and enforced and will continue to maintain and enforce policies and procedures designed to promote compliance with all applicable anti-bribery and anti-corruption laws.
(d) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with applicable anti-money laundering laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending ornor, to the Knowledge knowledge of the officers of the Company, threatened.
(e) The operations any Person acting on behalf of any of the Company and its Subsidiaries are and have been conducted at all times in material compliance with all Laws applicable foregoing has directly or indirectly offered or promised to the Company and its Subsidiaries relating to export, reexport, transfer, and import controlsor transferred or authorized the transfer of, including the Export Administration Regulationsany money or thing of value to any governmental official, the International Traffic in Arms Regulationspolitical party or party official, and the customs and import Laws administered by U.S. Customs and Border Protection or candidate for political office (collectively, “Ex-Im Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company other Person offering all or a portion of such money or thing of value to any such official, party or candidate) in order to cause or induce such person to (A) act or to refrain from acting in his, her or its official capacity (B) use his, her or its influence or (C) assist any such party or any of its Subsidiaries with respect to their affiliates in obtaining or retaining business for or with, or directing business to, any applicable anti-money laundering law is pending or, to the Knowledge of the Company, threatenedother Person.
Appears in 1 contract
Compliance with Laws; Permits. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the The Company and each of its Subsidiaries are are, and since July 3January 1, 2021 (or such later date as the applicable Laws may have come into effect) 2014, have been, in compliance with all state federal, national, provincial, state, local or federal multinational laws, statutes, common law, statuteslaws, ordinances, codes, rules or regulationsrules, orders, executive orders, judgments, injunctions, writs, decrees, governmental guidelines or interpretations having the force of law, Permits, regulations, decrees, codes or other similar requirement executive orders enacted, issued, adopted, promulgated, promulgated or applied by or on behalf of any Governmental Authority Authorities, including the Acts, Byelaws and Underwriting Requirements of Lloyd’s (collectively, “Laws”) or Judgments, in each case, that are applicable to the Company or any of its Subsidiaries, including the General Data Protection Regulation (EU) 2016/679except as would not reasonably be expected to have, the Privacy and Electronic Communications Directive (2002/58/EC), and any national legislation implementing individually or supplementing the foregoing in the European Unionaggregate, to the extent applicable. a Material Adverse Effect.
(b) The Company and Company, each of its Subsidiaries hold and, to the Knowledge of the Company, each of the Blue Capital Entities, holds, and since January 1, 2014, has held, all licenses, franchises, permits, certificates, approvals approvals, authorizations and authorizations registrations from Governmental Authorities (“Permits”) necessary for the Company, each such Subsidiary and each such Blue Capital Entity, as applicable, to own, lease and operate its properties and assets and necessary for the lawful conduct of their respective businessesbusinesses as each such business is now being, or at such time was, conducted (collectively, “Permits”), and all such Permits are in full force and effect, except where the failure to hold the same or the failure of the same to be in full force and effect would not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(bc) To the Knowledge of the Company, the Company and each of its Subsidiaries is in compliance in all material respects with (i) the Foreign Corrupt Practices Act of 1977, as amended, and any rules and regulations promulgated thereunder (the “FCPA”), (ii) the Organization for Economic Cooperation and Development Convention Against Bribery of Foreign Public Officials in International Business Transactions and legislation implementing such convention, (iii) the United Kingdom Bribery Act of 2010, as amended, and any rules and regulations promulgated thereunder (the “UK Bribery Act”) and (iv) all other Laws to which the Company or its Subsidiaries are subject relating to anti-money laundering compliance.
(d) None of the Company nor any of and its Subsidiaries nor, to the Knowledge of the Company, any directorsdirector, officersofficer, agentsagent or employee of the Company or any of its Subsidiaries, employees has for the benefit of the Company or affiliates any of its Subsidiaries engaged in any financial transaction or other business conduct, including the sale, import, or export of goods or services, or facilitated such financial transaction or business conduct, or otherwise engaged in any business or financial arrangement involving property where prohibited by the economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the United States (including the U.S. Office of Foreign Assets Control, the U.S. Department of Treasury, the U.S. Department of Commerce, and the U.S. Department of State), the United Nations Security Council, the European Union, and the United Kingdom (including Her Majesty’s Treasury and the UK Office of Financial Sanctions Implementation) and any sanctions laws to which the Company and its Subsidiaries are subject (collectively, “Sanctions Laws”). None of the Company and its Subsidiaries nor, to the Knowledge of the Company, any director, officer, agent or employee of the Company or any of its Subsidiaries is currently (i) a person with whom dealings are prohibited underProhibited Person or a Person owned or controlled by or acting for or on behalf of a Prohibited Person or (ii) located, organized or who is a subject of, any economic or other trade sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of Commerce or the U.S. Department of State, the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions” and any such person, a “Sanctioned Person”), nor is the Company or any of its Subsidiaries located or organized resident in a country or territory that is is, or whose government is, the subject or target of country-wide or territory-wide Sanctions (currentlycomprehensive sanctions, including Cuba, the Crimea region of the Ukraine, Iran, North Korea, Syria Sudan and the Crimea, Donetsk and Luhansk regions of Ukraine) (each, a “Sanctioned Country”)Syria. The Company and its Subsidiaries have not for the past two years engaged in any dealings or transactions in violation of Sanctions.
(c) None of the Company nor any of and its Subsidiaries, nor, to the Knowledge of the Company, any director, officer, agent, employee, affiliate agent or other person associated with or acting on behalf employee of the Company or any of its Subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee from corporate funds; or (iii) violated or is in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. The Company and its Subsidiaries have instituted, maintained and enforced and will continue to maintain and enforce policies and procedures designed to promote compliance with all applicable anti-bribery and anti-corruption laws.
(d) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with applicable anti-money laundering laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending orbeen, to the Knowledge of the Company, threatenedinvestigated by any Governmental Authority with respect to, or been given written notice by a Governmental Authority of, any violation by such Person of any Sanctions Laws.
(e) The operations None of the Company and its Subsidiaries are and have been conducted at all times in material compliance with all Laws applicable to the Company and its Subsidiaries relating to export, reexport, transfer, and import controls, including the Export Administration Regulations, the International Traffic in Arms Regulations, and the customs and import Laws administered by U.S. Customs and Border Protection (collectively, “Ex-Im Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending ornor, to the Knowledge of the Company, threatenedany director, officer or employee or anyone in a position to exercise a significant influence function or other PRA or FCA controller function of the Company or any of its Subsidiaries is, or has been, (i) ineligible or unfit to act in such role or (ii) subject to a disqualification that would be a basis for censure, limitations on the activities, functions or operations of, or suspension or revocation of the authorization of any UK-regulated Subsidiary of the Company, by the PRA or FCA, for the conduct of regulated activities.
Appears in 1 contract
Sources: Merger Agreement (Endurance Specialty Holdings LTD)
Compliance with Laws; Permits. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and each of its Subsidiaries are and since July 3, 2021 (or such later date as the applicable Laws may have come into effect) have been, in compliance with all state or federal laws, common law, statutes, ordinances, codes, rules or regulations, orders, executive orders, judgments, injunctions, governmental guidelines or interpretations having the force of law, Permits, decrees, or other similar requirement enacted, adopted, promulgated, or applied by any Governmental Authority (“Laws”) or Judgments, in each case, that are applicable to the Company or any of its Subsidiaries, including the General Data Protection Regulation (EU) 2016/679, the Privacy and Electronic Communications Directive (2002/58/EC), and any national legislation implementing or supplementing the foregoing in the European Union, to the extent applicable. The Company and each of Operating Subsidiary is, and its Subsidiaries hold all licensesdirectors, franchises, permits, certificates, approvals officers and authorizations from Governmental Authorities (“Permits”) necessary for the lawful conduct of their respective businesses, except where the failure to hold the same would not individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(b) None of the Company nor any of its Subsidiaries noremployees and, to the Knowledge of the Company, any directors, officers, agents, employees or affiliates of the Company Sellers and the Related Interest Holders, its agents and other third party representatives at all times have been, (i) in compliance in all material respects with all applicable Laws and Orders, including the applicable requirements of all Anti-Corruption Laws, United States Sanctions Laws and Anti-Money Laundering Laws, (ii) have not engaged in any dealings with or for the benefit of any person that has been at the time of its Subsidiaries is currently a person with whom such dealings are prohibited under, or who is a subject of, any economic or other trade sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of Commerce or the U.S. Department of State, the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions” and any such person, a “Sanctioned Person”), nor is the Company or any of its Subsidiaries located or organized in a country or territory that is x) the subject or target of country-wide United States Sanctions Laws or territory-wide (y) located in, organized in, or a resident of any country or territory subject to, or the government of which is subject to, United States Sanctions (currentlyLaws, including Cuba, Iran, North Korea, Syria Sudan, Syria, Venezuela and the CrimeaDonetsk, Donetsk Luhansk, and Luhansk Crimea regions of UkraineUkraine and (iii) (eachhave not given nor agreed to give anything of value to any official, a “Sanctioned Country”)employee or agent of any Governmental Entity, or to any other Person, in each case, in violation of Anti-Corruption Laws. The Except as would not reasonably be expected to be material to the Company and its Subsidiaries have not Operating Subsidiaries: (i) at all times since the Lookback Date the Company has held, and the Company currently holds, all permits, licenses, certificates, registrations, accreditations, variances, waivers, orders or other authorizations or consents of a Governmental Entity (collectively, “Permits”) required for the past two years engaged lawful conduct of the businesses of the Company as then conducted; (ii) each such Permit currently held by the Company or an Operating Subsidiary is valid and in full force and effect; (iii) to the Knowledge of any dealings of the Sellers and the Related Interest Holders, there is no present or transactions ongoing audit or investigation by any Governmental Entity that could reasonably be expected to result in violation a claim or notice of Sanctions.
a violation, revocation, nonrenewal, or adverse modification of any such material Permit; and (civ) None to the Knowledge of any of the Sellers and the Related Interest Holders neither the Company nor any Operating Subsidiary is in violation of or in default under any such Permit. Neither the Company, the Operating Subsidiaries, nor any of its Subsidiariesor their directors, officers, and employees, nor, to the Knowledge of the Company, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company or Sellers and the Related Interest Holders, any of its Subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment agents or other unlawful expense relating to political activity; (ii) made third party representatives has, in the last five years, been the subject of any direct investigation, inquiry or indirect unlawful payment enforcement proceedings by any Governmental Entity regarding any offense or benefit to any foreign alleged offense under Anti-Corruption Laws or domestic government official or employee from corporate funds; or (iii) violated or is in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. The Company and its Subsidiaries have instituted, maintained and enforced and will continue to maintain and enforce policies and procedures designed to promote compliance with all applicable anti-bribery and anti-corruption laws.
(d) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with applicable anti-money laundering lawsSanctions Laws, and no actionsuch investigation, suit inquiry, or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending or, to the Knowledge of the Company, threatenedenforcement proceedings are currently pending.
(e) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with all Laws applicable to the Company and its Subsidiaries relating to export, reexport, transfer, and import controls, including the Export Administration Regulations, the International Traffic in Arms Regulations, and the customs and import Laws administered by U.S. Customs and Border Protection (collectively, “Ex-Im Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending or, to the Knowledge of the Company, threatened.
Appears in 1 contract
Compliance with Laws; Permits. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the The Company and each of its Subsidiaries are are, and since July 3, 2021 (or such later date as the applicable Laws may have come into effect) Prior Acquisition Date have been, in compliance with all state federal, state, local or federal foreign laws, common law, statutes, ordinances, codescommon law, rules or codes and any rules, regulations, ordersdecrees, executive orderswrits, arbitration awards, judgments, injunctionsinjunctions and orders of Governmental Authorities (collectively, governmental guidelines or interpretations having the force of law, Permits, decrees, or other similar requirement enacted, adopted, promulgated, or applied by any Governmental Authority (“"Laws”") or Judgments, in each case, that are applicable to the Company or any of its Subsidiaries, including the General Data Protection Regulation (EU) 2016/679, the Privacy and Electronic Communications Directive (2002/58/EC), and any national legislation implementing or supplementing the foregoing Subsidiaries in the European Union, to the extent applicableall material respects. The Company and each of its Subsidiaries hold hold, and are in compliance in all material respects with, all material licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities (“Permits”) necessary required by Law for the lawful conduct of their respective businessesbusinesses as they are now being conducted (collectively, except where the failure to hold the same would not individually or in the aggregate"Company Permits") (other than those under Environmental Laws and Regulatory Laws, reasonably be expected to have a Material Adverse Effectwhich are governed exclusively by Section 3.12 and Section 3.19, respectively).
(b) None of the Company nor any of or its Subsidiaries noror, to the Knowledge of the Company's Knowledge, any directorsstockholder, officersmember, agentspartner, employees director, officer, employee, agent or affiliates Affiliate of any of the Company or any of its Subsidiaries is currently a person with whom dealings are prohibited underPerson that is, or who is a subject ofowned or controlled by one or more Persons that are: (i) the target of any sanctions adopted, any economic or other trade sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the U.S. Department of Commerce or the U.S. Department of State, the United Nations Security Council, the European Union or His Union, Her Majesty’s Treasury of the United Kingdom's Treasury, or any other relevant sanctions authority (collectively, “"Sanctions” and any such person, a “Sanctioned Person”"), nor is the Company or any of its Subsidiaries located (ii) located, organized or organized resident in a country or territory that is is, or whose government is, the subject or target of country-wide or territory-wide Sanctions (currentlyapplicable Sanctions, including the Crimea region of Ukraine, Cuba, Iran, North Korea, Syria Sudan and Syria. The Sellers will not, to the Crimeaextent any such actions would violate any Sanctions, Donetsk directly or indirectly, use the consideration contemplated by this Agreement and Luhansk regions received through the Transactions, or lend, contribute or otherwise make available such consideration to any Person (A) to fund any activities or business of Ukraineor with any Person, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions (as identified in the previous sentence), or (B) in any other manner that would result in a violation of Sanctions by any Person (eachincluding any Person participating in the Transactions, whether as buyer, advisor, investor, or otherwise). To the Company's Knowledge, none of the Company nor any of its Subsidiaries has, or since the Prior Acquisition Date has had, a “Sanctioned Country”customer or supplier relationship with or is a party to any Contract with any person or entity that is: (1) on any sanctions list maintained by OFAC or any other relevant sanctions authority, including OFAC's List of Specially Designated Nationals and Blocked persons; (2) owned or controlled or acting on behalf of a Person on any such sanctions list; (3) otherwise the target of Sanctions; or (4) owned or controlled by, or acting on behalf of, one or more Persons that is otherwise the target of Sanctions, in each case to the extent prohibited by applicable Law. There is no pending or, to the Company's Knowledge, threatened Action against, or investigation by a Governmental Authority of, the Company or its Subsidiaries, nor is there any Order imposed (or, to the Company's Knowledge, threatened to be imposed) upon the Company or its Subsidiaries by or before any Governmental Authority relating to a violation of applicable Sanctions.
(c) Neither the Company nor any of its Subsidiaries is, or since the Prior Acquisition Date has been, in violation of any applicable provision of: (i) the U.S. Foreign Corrupt Practices Act of 1977; (ii) the U.K. ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇; or (iii) any other anti-corruption law applicable in a jurisdiction in which the Company or its Subsidiaries conducts or has conducted business (collectively, the "Applicable Anti-Corruption Laws"). The Company and its Subsidiaries have not for instituted and maintain policies and procedures reasonably designed to ensure that they conduct their respective businesses in compliance with the past two years engaged in any dealings or transactions in violation of Sanctions.
(c) None of Applicable Anti-Corruption Laws. Neither the Company Company, its Subsidiaries nor any of its Subsidiariestheir respective officers, directors or employees, nor, to the Knowledge of the Company's Knowledge, any directorof their distributors, officeragents, agentstockholders, employeemembers or partners has, affiliate since the Prior Acquisition Date and to the extent in violation of applicable Law, made, directly or other person associated indirectly, any payment, loan or gift (or any offer, promise or authorization of any such payment, loan or gift) of any money or anything of value to or for the use of any Person under circumstances in which any of them knows or has pursuant to the standard of care of any Applicable Anti-Corruption Laws applicable in the given case reason to know that all or any portion of such money or thing of value has been offered, given or promised, directly or indirectly, to said Person for the purpose of inducing the Person to do any act or make any decision in his or her or its official capacity (including a decision to fail to perform his or her or its official function) or use his or her or its influence with a Governmental Authority (or acting on behalf commercial enterprise under such Applicable Anti-Corruption Laws prohibiting commercial bribery) thereof in order to affect any act or decision of such Governmental Authority or commercial enterprise or to assist either party in obtaining or retaining the business of the Company or any its Subsidiaries. The books and records utilized and relied upon by the Company and each of its Subsidiaries has in connection with the operation of its business have, since the Prior Acquisition Date, been maintained in compliance in all material respects with Applicable Anti-Corruption Laws and its corporate governance policies. There is no pending or, to the Company's Knowledge, Action threatened against, or investigation by a Governmental Authority of, the Company or its Subsidiaries, nor is there any Order imposed and in effect (ior, to the Company's Knowledge, threatened to be imposed) used upon the Company or its Subsidiaries by or before any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense Governmental Authority relating to political activity; (ii) made any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee from corporate funds; or (iii) violated or is in violation of Applicable Anti-Corruption Laws by the United States Foreign Corrupt Practices Act of 1977Company, as amended. The Company and its Subsidiaries have institutedor any of their respective Affiliates, maintained and enforced and will continue directors, officers, or employees, nor, to maintain and enforce policies and procedures designed to promote compliance with all applicable anti-bribery and anti-corruption lawsthe Company's Knowledge, any of their distributors, agents, stockholders, members or partners.
(d) The operations Since the Prior Acquisition Date, none of the Company and or its Subsidiaries are has intentionally or, to the Company's Knowledge, otherwise violated the Arms Export Control Act (22 U.S.C. § 2778), the International Traffic in Arms Regulation (22 C.F.R. §§ 120 et seq.), the Export Administration Regulations (15 C.F.R. §§ 730 et seq.), the International Emergency Economic Powers Act, any applicable Laws and have been conducted at all times in material compliance with Orders promulgated under the authority of such statutes and any applicable anti-money laundering lawslaws governing the export of data, and no action, suit goods or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect services to any non-U.S. jurisdiction (collectively, the "Export Control Laws"), including applicable anti-money laundering law regulations of the U.S. Department of Commerce, the U.S. Department of State and OFAC. There is no pending or, to the Knowledge of Company's Knowledge, threatened Action against, or investigation by a Governmental Authority of, the Company or its Subsidiaries, nor is there any Order imposed and in effect (or, to the Company's Knowledge, threatenedthreatened to be imposed) upon the Company or its Subsidiaries by or before any Governmental Authority relating to any violation of Export Control Laws.
(e) The operations of the Company and its Subsidiaries are and have been since the Prior Acquisition Date conducted at all times in material compliance with all Laws applicable to financial recordkeeping and reporting requirements of the Company Currency and its Subsidiaries relating to export, reexport, transfer, and import controls, including the Export Administration RegulationsForeign Transactions Reporting Act of 1970, the International Traffic in Arms Regulationsapplicable money laundering statutes of all jurisdictions, the applicable rules and the customs regulations thereunder and import Laws any applicable related or similar rules, regulations or guidelines, issued, administered or enforced by U.S. Customs and Border Protection any governmental agency (collectively, “Ex-Im the "Money Laundering Laws”), ") and no action, suit or proceeding Action by or before any court or governmental agency, authority or body Governmental Authority or any arbitrator involving the Company or any of its Subsidiaries Subsidiaries, with respect to any applicable anti-money laundering law the Money Laundering Laws is pending or, to the Knowledge of the Company's Knowledge, threatened.
Appears in 1 contract
Compliance with Laws; Permits. (a) Except as would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and each of its Subsidiaries are are, and since July 3June 30, 2021 (or such later date as the applicable Laws may have come into effect) 2017 have been, in compliance in all material respects with all state or federal lawsapplicable federal, state, local and foreign laws (including common law), statutes, codes, ordinances, codesrules, rules regulations, judgments, Orders, injunctions, decrees or regulationsagency requirements of Governmental Authorities (collectively, “Laws”). Since June 30, 2017, neither the Company nor any of its Subsidiaries has received any written notice or, to the Knowledge of the Company, other communication from any Governmental Authority regarding any actual or alleged failure to comply with any Law in any material respect.
(b) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries hold all authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, executive orders, judgments, injunctions, governmental guidelines or interpretations having the force registrations and clearances of law, Permits, decrees, or other similar requirement enacted, adopted, promulgated, or applied by any Governmental Authority necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets, and to carry on and operate their businesses as currently conducted.
(“Laws”c) Except as would not reasonably be expected to have, individually or Judgmentsin the aggregate, in each casea Company Material Adverse Effect, that are applicable none of the Company or its Subsidiaries, or to the Knowledge of the Company, any director, officer, employee or agent of the Company or any of its Subsidiaries, including in each case, acting on behalf of the General Data Protection Regulation (EU) 2016/679Company or any of its Subsidiaries, the Privacy and Electronic Communications Directive (2002/58/EC), and any national legislation implementing or supplementing the foregoing has in the European Unionpast three years, directly or indirectly, (i) used any funds of the Company or any of its Subsidiaries for unlawful contributions, unlawful gifts, unlawful entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic governmental officials or employees or to foreign or domestic political parties or campaigns from funds of the extent applicableCompany or any of its Subsidiaries or (iii) violated or is in violation of applicable Bribery Legislation. The Company and each of its Subsidiaries hold maintain and, since June 30, 2017, have maintained books and records that are accurate in all licensesmaterial respects, franchisesand adhere and, permitssince June 30, certificates2017, approvals have adhered to a system of commercially reasonable policies, procedures, and authorizations from Governmental Authorities internal controls, in each case as required by applicable Bribery Legislation.
(“Permits”d) necessary for the lawful conduct of their respective businesses, except where the failure to hold the same Except as would not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(b) None of , since June 30, 2017, the Company nor any of Company, its Subsidiaries norand their respective officers, managers, employees and, to the Knowledge of the Company, any directorsagents and third-party representatives acting on their behalf have at all times conducted their businesses in all material respects in accordance with U.S. and non-U.S. economic sanctions Laws, officers, agents, employees or affiliates of the Company or any of its Subsidiaries is currently a person with whom dealings are prohibited under, or who is a subject of, any economic or other trade sanctions including those administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the TreasuryTreasury (“OFAC”), the U.S. Department of Commerce or the U.S. Department of State, the United Nations Security Council, and the European Union or His Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions” and any such person, a “Sanctioned Person”), nor is the Company or any of its Subsidiaries located or organized in a country or territory that is the subject or target of country-wide or territory-wide Sanctions (currently, Cuba, Iran, North Korea, Syria and the Crimea, Donetsk and Luhansk regions of Ukraine) (each, a “Sanctioned CountryLaws”). The Except as would not reasonably be expected to have, individually or in the aggregate, a Company and its Subsidiaries have not for the past two years engaged in any dealings or transactions in violation of Sanctions.
(c) None of Material Adverse Effect, neither the Company nor any of its SubsidiariesSubsidiaries nor any of their respective officers, managers, employees nor, to the Knowledge of the Company, any director, officer, agent, employee, affiliate agents or other person associated with or third-party representatives acting on their behalf of the Company is currently or any of its Subsidiaries since June 30, 2017 has been: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activitya Sanctioned Person; (ii) made operating in, organized in, conducting business with, or otherwise engaging in dealings with or for the benefit of any direct Sanctioned Person or indirect unlawful payment or benefit to in any foreign or domestic government official or employee from corporate fundsSanctioned Country; or (iii) violated or is in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. The Company and its Subsidiaries have instituted, maintained and enforced and will continue to maintain and enforce policies and procedures designed to promote compliance with all applicable any Ex-Im Laws or U.S. anti-bribery and anti-corruption laws.
(d) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with applicable anti-money laundering laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending or, to the Knowledge of the Company, threatenedboycott requirements.
(e) The operations Notwithstanding anything contained in this Section 4.14, no representation or warranty shall be deemed to be made in this Section 4.14 in respect of the Company and its Subsidiaries are and have been conducted at all times in material compliance with all Laws applicable to the Company and its Subsidiaries relating to exportenvironmental, reexportTax, transfer, and import controls, including the Export Administration Regulations, the International Traffic in Arms Regulations, and the customs and import Laws administered by U.S. Customs and Border Protection (collectively, “Ex-Im Laws”), and no action, suit employee benefits or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending or, to the Knowledge of the Company, threatenedlabor matters.
Appears in 1 contract
Sources: Merger Agreement (Presidio, Inc.)
Compliance with Laws; Permits. (a) Except Each of the Company and its Subsidiaries are in possession of all authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, registrations and clearances of any Governmental Authority necessary for each of the Company or such Subsidiary to own, lease and operate its properties or to carry on its business as it is being conducted as of the date of this Agreement (the “Permits”), except where the failure to hold or to comply with, or the suspension or cancellation of, or failure to be valid or to be in full force and effect of, any of the Permits, has not had, or would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, . Neither the Company and each nor any Subsidiary of its Subsidiaries are and since July 3the Company is in conflict with, 2021 (default under or such later date as the applicable Laws may have come into effect) have beenviolation of, in compliance with all state or federal laws, common law, statutes, ordinances, codes, rules or regulations, orders, executive orders, judgments, injunctions, governmental guidelines or interpretations having the force of law, Permits, decrees, or other similar requirement enacted, adopted, promulgated, or applied by any Governmental Authority (“Laws”) or Judgments, in each case, that are Law applicable to the Company or any such Subsidiary of its Subsidiaries, including the General Data Protection Regulation (EU) 2016/679, Company or by which any property or asset of the Privacy and Electronic Communications Directive (2002/58/EC), and Company or any national legislation implementing such Subsidiary of the Company is bound or supplementing the foregoing in the European Union, to the extent applicable. The Company and each of its Subsidiaries hold all licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities (“Permits”) necessary for the lawful conduct of their respective businessesaffected, except where the failure to hold the same for any conflicts, defaults or violations as has not had, or would not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(b) None Since December 31, 2016, except as has not had, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, none of the Company nor Company, any of its Subsidiaries noror, to the Knowledge of the Company, any directors, officers, agents, employees or affiliates Representative of the Company or any of its Subsidiaries is currently a person with whom dealings are prohibited underhas, directly or, knowingly, indirectly, taken any action which would cause them to be in violation of: (i) the Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), or who is a subject ofany rules or regulations thereunder; and (ii) any other applicable anticorruption and/or anti-bribery laws, statutes, rules, regulations, ordinances, judgments, orders, decrees, injunctions, and writs of any economic governmental authority of any jurisdiction applicable to the Company or other trade sanctions administered its Subsidiaries (whether by virtue of jurisdiction or enforced by the Office organization or conduct of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of Commerce or the U.S. Department of State, the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority business) (collectively, the “Sanctions” and any such person, a “Sanctioned PersonAnti-Corruption Laws”), nor is the Company or any of its Subsidiaries located or organized in a country or territory that is the subject or target of country-wide or territory-wide Sanctions (currently, Cuba, Iran, North Korea, Syria and the Crimea, Donetsk and Luhansk regions of Ukraine) (each, a “Sanctioned Country”). The Company and its Subsidiaries have not for the past two years engaged in any dealings or transactions in violation of Sanctions.
(c) None Since December 31, 2016, except as has not had, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, none of the Company nor Company, any of its Subsidiaries, noror, to the Knowledge of the Company, any directorRepresentatives of the Company or any of its Subsidiaries, has, directly or, knowingly, indirectly, offered, paid, promised to pay, or authorized a payment, of any money or other thing of value (including any fee, gift, commission payment, discount, travel expense, or entertainment) to any of the following persons for the purpose of influencing any act or decision of such person in his official capacity, inducing such person to do or omit to do any act in violation of the lawful duty of such official, securing any improper advantage, or inducing such person to use his influence with a non-U.S. government or instrumentality thereof to affect or to influence any act or decision of such government or instrumentality, in order to assist the Company in obtaining or retaining business for or with, or directing the business to, any Person: (i) any person who is an agent, representative, official, officer, agentdirector, employeeor employee of any non-U.S. government or any department, affiliate agency, or other instrumentality thereof (including officers, directors, and employees of state-owned, operated or controlled entities) or of a public international organization; (ii) any person associated with acting in an official capacity for or acting on behalf of any such government, department, agency, instrumentality, or public international organization; (iii) any political party or official thereof; (iv) any candidate for political or political party office (such recipients in clauses (i), (ii), (iii) and (iv), collectively, “Government Officials”); or (v) any other individual or entity while having actual knowledge that all or any portion of such money or thing of value would be offered, given, or promised, directly or indirectly, to any Government Official.
(d) Since December 31, 2016, except as has not had, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, none of the Company, any of its Subsidiaries, or, to the Knowledge of the Company, any Representatives of the Company or any of its Subsidiaries has (i) used any corporate funds for any unlawful contributionhas been, giftnor is, entertainment or other unlawful expense relating to political activitya Sanctioned Person; (ii) made has entered into any direct agreement, transaction, dealing or indirect unlawful payment relationship with or for the benefit to of any foreign Sanctioned Person (or domestic government official involving any property thereof) or employee from corporate fundsinvolving any Sanctioned Territory, except as permitted under applicable Sanctions; or (iii) otherwise violated or is in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. The Company and its Subsidiaries have instituted, maintained and enforced and will continue been subject to maintain and enforce policies and procedures designed to promote compliance with all penalties under applicable antiSanctions; nor (iv) has violated applicable Ex-bribery and anti-corruption lawsIm Laws.
(de) The operations There are no current, pending, or, to the Knowledge of the Company, threatened charges, proceedings, investigations, audits, or complaints against the Company and or any of its Subsidiaries are and have been conducted at all times in material compliance with applicable anti-money laundering lawsor, and no actionto the Knowledge of the Company, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving Representative of the Company or any of its Subsidiaries with respect to any applicable antiAnti-money laundering law is pending orCorruption Laws, to the Knowledge of the CompanySanctions, threatened.
(e) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with all Laws applicable to the Company and its Subsidiaries relating to export, reexport, transfer, and import controls, including the Export Administration Regulations, the International Traffic in Arms Regulations, and the customs and import Laws administered by U.S. Customs and Border Protection (collectively, “Ex-Im Laws”), and no action, suit Laws or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering or anti-terrorist funding law is pending oror regulation of any country, except, in each case, as has not had, or would not reasonably be expected to have, individually or in the Knowledge aggregate, a Material Adverse Effect.
(f) Notwithstanding anything contained in this Section 4.7, no representation or warranty will be deemed to be made in this Section 4.7 in respect of the Companymatters referenced in Section 4.6 or in respect of environmental, threatenedTax, employee benefits or labor matters.
Appears in 1 contract
Compliance with Laws; Permits. To the extent applicable, neither Patients nor any of its Subsidiaries is in violation of any provision of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, or any applicable provision of the Securities Act of 1933, as amended, or Securities Exchange Act of 1934, as amended, or rule of the Pink Sheet or the Principal Market (aas hereinafter defined) Except as would notor any other applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties which has had, or could reasonably be expected to have, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. For purposes hereof, the Company term “Principal Market” means the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock.) No governmental orders, permissions, consents, approvals or authorizations are required to be obtained and each no registrations or declarations are required to be filed in connection with the execution and delivery of this Agreement or any other Related Agreement and the issuance of any of the Securities, except such as have been duly and validly obtained or filed, or with respect to any filings that must be made after the Closing, as will be filed in a timely manner. Each of Patients and its Subsidiaries are and since July 3, 2021 (or such later date as the applicable Laws may have come into effect) have been, in compliance with has all state or federal laws, common law, statutes, ordinances, codes, rules or regulations, orders, executive orders, judgments, injunctions, governmental guidelines or interpretations having the force of law, Permits, decrees, or other similar requirement enacted, adopted, promulgated, or applied by any Governmental Authority (“Laws”) or Judgments, in each case, that are applicable to the Company or any of its Subsidiaries, including the General Data Protection Regulation (EU) 2016/679, the Privacy and Electronic Communications Directive (2002/58/EC), and any national legislation implementing or supplementing the foregoing in the European Union, to the extent applicable. The Company and each of its Subsidiaries hold all licenses, material franchises, permits, certificates, approvals licenses and authorizations from Governmental Authorities (“Permits”) any similar authority necessary for the lawful conduct of their respective businessesits business as now being conducted by it, except where the failure to hold the same would not lack of which could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(b) None of the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any directors, officers, agents, employees or affiliates of the Company or any of its Subsidiaries is currently a person with whom dealings are prohibited under, or who is a subject of, any economic or other trade sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of Commerce or the U.S. Department of State, the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions” and any such person, a “Sanctioned Person”), nor is the Company or any of its Subsidiaries located or organized in a country or territory that is the subject or target of country-wide or territory-wide Sanctions (currently, Cuba, Iran, North Korea, Syria and the Crimea, Donetsk and Luhansk regions of Ukraine) (each, a “Sanctioned Country”). The Company and its Subsidiaries have not for the past two years engaged in any dealings or transactions in violation of Sanctions.
(c) None of the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee from corporate funds; or (iii) violated or is in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. The Company and its Subsidiaries have instituted, maintained and enforced and will continue to maintain and enforce policies and procedures designed to promote compliance with all applicable anti-bribery and anti-corruption laws.
(d) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with applicable anti-money laundering laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending or, to the Knowledge of the Company, threatened.
(e) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with all Laws applicable to the Company and its Subsidiaries relating to export, reexport, transfer, and import controls, including the Export Administration Regulations, the International Traffic in Arms Regulations, and the customs and import Laws administered by U.S. Customs and Border Protection (collectively, “Ex-Im Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending or, to the Knowledge of the Company, threatened.
Appears in 1 contract
Sources: Securities Purchase Agreement (Patients & Physicians, Inc.)
Compliance with Laws; Permits. (a) Except as would notThe Company and each Company Subsidiary is, individually and during the preceding three (3) years has been, in compliance in all material respects with all Applicable Laws; provided, that no representation or warranty is made in this Section 4.16(a) with respect to any Environmental Law or Applicable Law relating to Taxes or labor, employment or employee benefits matters. During the last three (3) years, none of the Company or any Company Subsidiary has received or entered into any citations, complaints, consent orders, or other similar enforcement orders, or received any written, or to the Company’s Knowledge, any oral notice or other communication alleging any material failure to comply with any Applicable Laws. Prior to the Closing Date, the Company has made available to Purchaser true, complete and correct copies of all written notices received by the Company or any Company Subsidiary alleging any violation under any Applicable Laws or permit that the Company or any Company Subsidiary has received in the aggregate, last three (3) years and that could reasonably be expected to have a Material Adverse Effectmaterial impact on the Company or such Company Subsidiary.
(b) During the three (3) years preceding the Closing Date, the Company and each of its Subsidiaries are and since July 3, 2021 (or such later date as the applicable Laws may have come into effect) have been, Company Subsidiary has been in compliance in all material respects with all state or federal lawsthe Foreign Corrupt Practices Act of 1977, common law, statutes, ordinances, codes, rules or regulations, orders, executive orders, judgments, injunctions, governmental guidelines or interpretations having the force of law, Permits, decrees, or other similar requirement enacted, adopted, promulgated, or applied by any Governmental Authority (“Laws”) or Judgments, in each case, that are applicable to the Company or any of its Subsidiaries, including the General Data Protection Regulation (EU) 2016/679as amended, the Privacy UK Bribery Act of 2010 and Electronic Communications Directive (2002/58/EC), and any national legislation implementing all other Applicable Laws in respect of bribery or supplementing the foregoing in the European Union, to the extent applicable. The Company and each of its Subsidiaries hold all licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities (“Permits”) necessary for the lawful conduct of their respective businesses, except where the failure to hold the same would not individually or in the aggregate, reasonably be expected to have a Material Adverse Effectcorruption.
(bc) None of the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any directorsCompany Subsidiary or, officersto the Company’s Knowledge, agentsany manager, employees officer or affiliates employee of the Company or any Company Subsidiary is (i) the subject of its Subsidiaries is currently a person with whom dealings are prohibited under, or who is a subject of, any economic or other trade sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. United States Department of Treasury, the TreasuryUnited States Department of State, the U.S. Department of Commerce or the U.S. Department of StateCommerce, the United Nations Security Council, the European Union or His Union, Her Majesty’s Treasury of the United Kingdom, or any other relevant sanctions authority Governmental Entity (collectively, “Sanctions” and any such person, a “Sanctioned Person”), nor is the Company or (ii) located, organized or a resident of any of its Subsidiaries located or organized in a country or territory that is is, or whose government is, the subject or target of country-wide or territory-wide Sanctions (currentlyany Sanctions, including Crimea, Cuba, Iran, North Korea, Syria Sudan or Syria. The Company and each Company Subsidiary is, and during the preceding three (3) years has been, in compliance in all material respects with Applicable Laws governing Sanctions, export and import controls, customs, anti-boycott or anti-terrorism, including those administered by the United States Department of Commerce, the Bureau of Customs and Border Protection in the United State Department of Homeland Security, the United States Department of State and the CrimeaUnited States Department of Treasury.
(d) Schedule 4.16(d) sets forth a list of all material permits, Donetsk licenses, certificates, approvals and Luhansk regions authorizations of Ukraine) a Governmental Entity possessed by the Company or a Company Subsidiary (eachcollectively, a the “Sanctioned CountryMaterial Permits”). The Company and its Subsidiaries have not for the past two years engaged each Company Subsidiary legally holds, and is in any dealings or transactions compliance in violation of Sanctions.
(c) None all material respects with, all Material Permits. All permits of the Company nor any of its Subsidiariesand each Company Subsidiary are, norand immediately following the Closing will be, to valid and in full force and effect in all material respects. During the Knowledge of the Companylast three (3) years, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf (i) none of the Company or any of its Subsidiaries Company Subsidiary has (i) used received any corporate funds for any unlawful contributionwritten petition, gift, entertainment objection or other unlawful expense relating pleading or, to political activity; (ii) made the Company’s Knowledge, oral notice from or before any direct Governmental Entity having jurisdiction or indirect unlawful payment or benefit to any foreign or domestic government official or employee from corporate funds; or (iii) violated or is in violation of authority over the United States Foreign Corrupt Practices Act of 1977, as amended. The Company and its Subsidiaries have instituted, maintained and enforced and will continue to maintain and enforce policies and procedures designed to promote compliance with all applicable anti-bribery and anti-corruption laws.
(d) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with applicable anti-money laundering laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving Company Subsidiary that impairs the validity of any such permit or which would reasonably be expected, if accepted or granted, to result in revocation, withdrawal, suspension, cancellation, termination or material modification of any such permit, (ii) none of the Company or any of its Subsidiaries with respect to Company Subsidiary has received any applicable anti-money laundering law is pending or, to the Knowledge of the Company, threatened.
(e) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with all Laws applicable to the Company and its Subsidiaries relating to export, reexport, transfer, and import controls, including the Export Administration Regulations, the International Traffic in Arms Regulations, and the customs and import Laws administered by U.S. Customs and Border Protection (collectively, “Ex-Im Laws”), and no action, suit notice or proceeding by or before other communication from any court or governmental agency, authority or body Governmental Entity or any arbitrator involving other Person that the Company or any of its Subsidiaries Company Subsidiary is not in compliance with any permit in any material respect to any applicable anti-money laundering law is pending or, and (iii) to the Knowledge Company’s Knowledge, no event has occurred which, with or without notice or lapse of the Companytime or both, threatenedwould constitute a default or violation of any term, condition or provision of any permit in any material respect.
Appears in 1 contract
Compliance with Laws; Permits. (ai) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, The businesses of the Company and each of its Subsidiaries have been (since December 31, 1999), and are and since July 3being, 2021 (or such later date as the applicable Laws may have come into effect) have been, conducted in compliance in all material respects with all state applicable federal, state, local or federal non-U.S. laws, common law, statutes, ordinances, codesrules, regulations (including, without limitation, the rules or regulationsof any applicable self-regulatory organization recognized by the SEC), rulings, written interpretations, judgments, orders, executive orders, judgments, injunctions, governmental guidelines or interpretations having the force of law, Permits, decrees, arbitration awards, agency requirements, licenses or other similar requirement enactedpermits of any Governmental Entity of competent jurisdiction, adoptedincluding all regulations regulating the business and products of insurance and all applicable orders and directives of insurance regulatory authorities (including federal authorities with respect to variable insurance and annuity products) and orders resulting from market conduct examinations of insurance regulatory authorities (including federal authorities with respect to variable insurance and annuity products) (collectively, promulgated"Laws"). Except as set forth in the Company Reports filed prior to the date hereof and for regulatory examinations or reviews conducted in the ordinary course, no material investigation or applied review by any Governmental Authority (“Laws”) or Judgments, in each case, that are applicable Entity with respect to the Company or any of its Subsidiaries, including the General Data Protection Regulation (EU) 2016/679, the Privacy and Electronic Communications Directive (2002/58/EC), and any national legislation implementing or supplementing the foregoing in the European Union, to the extent applicable. The Company and each of its Subsidiaries hold all licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities (“Permits”) necessary for the lawful conduct of their respective businesses, except where the failure to hold the same would not individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(b) None of the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any directors, officers, agents, employees or affiliates of the Company or any of its Subsidiaries is currently a person with whom dealings are prohibited under, or who is a subject of, any economic or other trade sanctions administered or enforced by the Office of Foreign Assets Control as of the U.S. Department of the Treasury, the U.S. Department of Commerce or the U.S. Department of State, the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions” and any such person, a “Sanctioned Person”), nor is the Company or any of its Subsidiaries located or organized in a country or territory that is the subject or target of country-wide or territory-wide Sanctions (currently, Cuba, Iran, North Korea, Syria and the Crimea, Donetsk and Luhansk regions of Ukraine) (each, a “Sanctioned Country”). The Company and its Subsidiaries have not for the past two years engaged in any dealings or transactions in violation of Sanctions.
(c) None of the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee from corporate funds; or (iii) violated or is in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. The Company and its Subsidiaries have instituted, maintained and enforced and will continue to maintain and enforce policies and procedures designed to promote compliance with all applicable anti-bribery and anti-corruption laws.
(d) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with applicable anti-money laundering laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is date hereof pending or, to the Knowledge of the Company, threatened.
(eii) The operations No material change is required in the Company's or any of its Subsidiaries' processes, properties, practices or procedures in connection with any such Laws, and the Company has not received any written notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. Notwithstanding the generality of the foregoing, the Company and each of its Subsidiaries have in place policies and procedures with respect to themselves and their insurance agents, third-party administrators, brokers, broker/dealers, distributors and agents intended to assure that their sales processes and practices are consistent in all material respects with applicable Law governing such practices and processes, and, where there has been any material deviation therefrom, such deviation has been cured, resolved or settled through agreements with applicable Governmental Entities or are barred by all applicable statutes of limitations or other equitable principles. To the Knowledge of the Company, all employees of the Company and its Subsidiaries are and have been conducted at all times in material compliance with all Laws applicable to the Company and its Subsidiaries relating to export, reexport, transfer, and import controls, including the Export Administration Regulations, the International Traffic in Arms Regulations, and the customs and import Laws administered by U.S. Customs and Border Protection (collectively, “Ex-Im Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries management responsibility with respect to any business line, and all officers and directors thereof required to be registered with or licensed under applicable anti-money laundering law is pending orLaws, to are so licensed and in good standing with the Knowledge of the Company, threatenedapplicable Governmental Entity.
Appears in 1 contract
Compliance with Laws; Permits. (a) Except as would notset forth in Section 3.14(a) of the Disclosure Schedules, individually or in the aggregateto Seller’s Knowledge, reasonably be expected to have a Material Adverse Effect, each of the Company and each of its Subsidiaries are and since July 3, 2021 (or such later date as the applicable Laws may have come into effect) have been, Operating Subsidiary is in all material respects in compliance with all state or federal laws, common law, statutes, ordinances, codes, rules or regulations, orders, executive orders, judgments, injunctions, governmental guidelines or interpretations having the force of law, Permits, decrees, or other similar requirement enacted, adopted, promulgated, or applied by any Governmental Authority (“Laws”) or Judgments, in each case, that are Laws and Permits applicable to it or its business, properties or assets. Neither of the Company or any of its Subsidiaries, including nor the General Data Protection Regulation (EU) 2016/679, the Privacy and Electronic Communications Directive (2002/58/EC), and any national legislation implementing or supplementing the foregoing in the European Union, to the extent applicable. The Company and each of its Subsidiaries hold all licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities (“Permits”) necessary for the lawful conduct of their respective businesses, except where the failure to hold the same would not individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.Operating Subsidiary has received 29
(b) None All material Permits, and all material notifications, registrations, certifications and filings with all Governmental Authorities, required for each of the Company nor any and the Operating Subsidiary to conduct its business have been obtained by it and are valid and in full force and effect. Seller has delivered to Buyer complete copies of its Subsidiaries all Permits held by the Company and the Operating Subsidiary. There is not now pending nor, to Seller’s Knowledge, threatened, any proceeding by or before any Governmental Authority to revoke, cancel, rescind, modify, or refuse to renew in the Knowledge Ordinary Course of Business any of such Permits. No notice to, declaration, filing, or registration with, or Permit from, any Governmental Authority or any other Person is required to be made or obtained by the Company or the Operating Subsidiary in connection with the execution, delivery, or performance of this Agreement or any of the Transaction Documents by the Company, any directors, officers, agents, employees the Operating Subsidiary or affiliates Seller and the consummation of the Company or any of its Subsidiaries is currently a person with whom dealings are prohibited under, or who is a subject of, any economic or other trade sanctions administered or enforced transactions contemplated by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of Commerce or the U.S. Department of State, the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions” and any such person, a “Sanctioned Person”), nor is the Company or any of its Subsidiaries located or organized in a country or territory that is the subject or target of country-wide or territory-wide Sanctions (currently, Cuba, Iran, North Korea, Syria this Agreement and the Crimea, Donetsk and Luhansk regions of Ukraine) (each, a “Sanctioned Country”). The Company and its Subsidiaries have not for the past two years engaged in any dealings or transactions in violation of SanctionsTransaction Documents.
(c) None Neither of the Company nor or the Operating Subsidiary, any of its Subsidiaries, nor, to the Knowledge of the Company, their Affiliates or any director, officer, agent, employee, affiliate or other person associated with or acting Person on behalf of the Company or the Operating Subsidiary, in connection with the conduct of the business of the Company or the Operating Subsidiary, directly or indirectly, has given, or has offered or agreed to give, anything of value, directly or indirectly, to: (a) any employees, officers or directors, or customers of its Subsidiaries has a company, as applicable, (ib) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment or benefit to any foreign or domestic governmental official, political party or candidate for government official office or employee from corporate funds; any of its employees or representatives or (iiic) violated any employee or is representative of a government or political party, in each case, in any manner which would result in the Company or the Operating Subsidiary being in violation of any applicable anti-bribery Law, including, but not limited to, the United States Foreign Corrupt Practices Act of 1977, as amendedamended (the “FCPA”). The Neither of the Company and its Subsidiaries have institutedor the Operating Subsidiary has received a subpoena, maintained and enforced and will continue to maintain and enforce policies and procedures designed to promote compliance with all letter of investigation or other document from a governmental agency alleging a violation of the FCPA or other applicable anti-bribery and Law. Neither of the Company or the Operating Subsidiary has received, or is the subject of, any internal complaint, allegation, audit, investigation or review process regarding a potential violation of any applicable anti-corruption lawsbribery Law.
(d) The operations None of the Company representations and its Subsidiaries warranties contained in Section 3.14 shall be deemed to relate to environmental matters (which are and have been conducted at all times in material compliance with applicable anti-money laundering laws, and no action, suit or proceeding governed by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending or, to the Knowledge of the Company, threatened.
(e) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with all Laws applicable to the Company and its Subsidiaries relating to export, reexport, transfer, and import controls, including the Export Administration Regulations, the International Traffic in Arms Regulations, and the customs and import Laws administered by U.S. Customs and Border Protection (collectively, “Ex-Im Laws”Section 3.15), and no actionemployee benefits matters (which are governed by Section 3.16), suit employment matters (which are governed by Section 3.17) or proceeding tax matters (which are governed by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending or, to the Knowledge of the Company, threatenedSection 3.18).
Appears in 1 contract
Compliance with Laws; Permits. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company United and each of its Subsidiaries are are, and have been since July 3January 1, 2021 (or such later date as the applicable Laws may have come into effect) have been2019, in compliance with all state or federal laws, common law, statutes, ordinances, codes, rules or regulations, orders, executive orders, judgments, injunctions, governmental guidelines or interpretations having the force of law, Permits, decrees, or other similar requirement enacted, adopted, promulgated, or applied by any Governmental Authority (“Laws”) or Judgments, in each case, that are Laws and Orders applicable to the Company United or any of its Subsidiaries, including the General Data Protection Regulation (EU) 2016/679except for such failures to comply as would not be material to United and its Subsidiaries, the Privacy and Electronic Communications Directive (2002/58/EC), and any national legislation implementing or supplementing the foregoing in the European Union, to the extent applicabletaken as a whole. The Company and each of its Subsidiaries hold all licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities Entities held by United or any of its Subsidiaries (each, a “PermitsUnited Permit”) constitute all licenses, franchises, permits, certificates, approvals and authorizations that are necessary for the lawful United and its Subsidiaries to lawfully conduct of their respective businessesbusinesses and all such United Permits are valid and in full force and effect, except where the failure to hold the same or to be in full force and effect would not individually be material to United and its Subsidiaries, taken as a whole. United and each of its Subsidiaries, and, to the Knowledge of United, each of its and their respective directors, officers and employees acting in such capacity and each of its and their other agents and representatives acting on its or their behalf is and has been, since January 1, 2019, in compliance with (i) the FCPA and (ii) the provisions of applicable anti-bribery, anti-corruption, and anti-money laundering Laws of each jurisdiction in which United and its Subsidiaries operate or have operated, in the aggregatecase of clauses (i) and (ii), to the extent applicable to United, its Subsidiaries and such directors, officers, employees, agents and representatives, and except for such failures to comply as would not be material to United and its Subsidiaries, taken as a whole. Since January 1, 2019, United, its Subsidiaries and its or any of their respective officers, directors or employees acting in such capacity and, to the Knowledge of United, its or any of their agents and representatives acting on its or their behalf, have not paid, offered or promised to pay, or authorized or ratified the payment, directly or indirectly, of any monies or anything of value to any Government Official or any political party or candidate for political office for the purpose of corruptly influencing any act or decision of such Government Official or any Governmental Entity to obtain or retain business, or direct business to any person, or to secure any other improper benefit or advantage, in each case in violation of the FCPA or any Laws described in clause (ii) of the preceding sentence, except as would be material to United and its Subsidiaries, taken as a whole. United and its Subsidiaries maintain policies and procedures reasonably be expected designed to have a Material Adverse Effectensure compliance with the FCPA and other anti-bribery, anti-corruption, anti-money laundering and sanctions Laws in each jurisdiction in which United and its Subsidiaries operate. None of United or any of its Subsidiaries, or, to the Knowledge of United, any of their respective directors, officers or employees acting in such capacity, or any of their respective agents or representatives acting on their behalf, has been or is designated on the list of Specifically Designated Nationals and Blocked Persons maintained by the United States Department of Treasury Office of Foreign Assets Control (OFAC). As of the date of this Agreement, neither United nor any of its Subsidiaries are subject to any actual pending Proceeding involving United or any of its Subsidiaries relating to the FCPA or any other anti-bribery, anti-corruption, anti-money laundering or sanctions Laws.
(b) None United or one or more of its Subsidiaries, as the case may be, are the holders of all of the Company nor FCC Licenses material to the operation of the United Stations (the “United FCC Licenses”). The United FCC Licenses are in effect in accordance with their terms and have not been revoked, suspended, canceled, rescinded, terminated or expired.
(c) Except as would not have a United Material Adverse Effect, United or one or more of its Subsidiaries, as the case may be, (i) operate, and since January 1, 2019 have operated, the United Stations in compliance with the U.S. Communications Laws and the applicable United FCC Licenses, (ii) have timely filed all registrations and reports required to have been filed with the FCC relating to the United FCC Licenses (including any required updates or amendments to such registrations and reports), (iii) have paid or caused to be paid all FCC regulatory fees due in respect of the United Stations and (iv) have completed or caused to be completed the construction of all facilities or changes contemplated by the United FCC Licenses or any construction permit issued to modify any of its Subsidiaries northe United FCC Licenses to the extent required to be completed as of the date hereof.
(d) As of the date of this Agreement, there are no, and have not since January 1, 2019 been, any material Proceedings pending or, to the Knowledge of United, threatened before the Company, any directors, officers, agents, employees or affiliates of the Company or any of its Subsidiaries is currently a person with whom dealings are prohibited under, or who is a subject of, any economic or other trade sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of Commerce or the U.S. Department of State, FCC relating to the United Nations Security CouncilStations, the European Union or His Majesty’s Treasury of the other than Proceedings affecting broadcast stations generally, and neither United Kingdom, or other relevant sanctions authority (collectively, “Sanctions” and any such person, a “Sanctioned Person”), nor is the Company or any of its Subsidiaries located or organized in a country or territory that is the subject or target of country-wide or territory-wide Sanctions (currently, Cuba, Iran, North Korea, Syria and the Crimea, Donetsk and Luhansk regions of Ukraine) (each, a “Sanctioned Country”). The Company and its Subsidiaries have not for the past two years engaged in any dealings or transactions in violation of Sanctions.
(c) None of the Company nor any of its Subsidiaries, nornor any of the United Stations, has entered into a tolling agreement or otherwise waived any statute of limitations relating to the United Stations during which the FCC may assess any material fine or forfeiture or take any other action that would have a United Material Adverse Effect, or agreed to any extension of time with respect to any FCC investigation or proceeding as to which the statute of limitations time period so waived or tolled, or the time period so extended, remains open as of the date of this Agreement.
(e) As of the date of this Agreement, except as would not have a United Material Adverse Effect, there is not (i) pending, or, to the Knowledge of the CompanyUnited, threatened, any directorProceeding before the FCC to revoke, officersuspend, agentcancel, employee, affiliate rescind or other person associated with or acting on behalf materially adversely modify any of the Company United FCC Licenses (other than proceedings to amend the U.S. Communications Laws of general applicability) or any of its Subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made issued or outstanding, by or before the FCC, any direct or indirect unlawful payment or benefit (A) order to any foreign or domestic government official or employee from corporate funds; show cause, (B) notice of violation, (C) notice of apparent liability or (iiiD) violated or is order of forfeiture, in violation each case, against any of the United States Foreign Corrupt Practices Act of 1977Stations, as amended. The Company and its Subsidiaries have instituted, maintained and enforced and will continue to maintain and enforce policies and procedures designed to promote compliance with all applicable anti-bribery and anti-corruption laws.
(d) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with applicable anti-money laundering laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company United or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending or, to the Knowledge of the Company, threatened.
United Stations that would reasonably be expected to result in any action described in the foregoing clause (ei) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with all Laws applicable to the Company and its Subsidiaries relating to export, reexport, transfer, and import controls, including the Export Administration Regulations, the International Traffic in Arms Regulations, and the customs and import Laws administered by U.S. Customs and Border Protection (collectively, “Ex-Im Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending or, to the Knowledge of the Company, threatenedUnited FCC Licenses.
Appears in 1 contract
Compliance with Laws; Permits. Except as set forth in Section 3.12 of the Disclosure Schedule, none of the Subsidiaries (a) Except as is in violation of, or has violated, any applicable provisions of any laws, statutes, ordinances or regulations (including any rules or regulations of any governmental or non-governmental self-regulatory organization or agency) or (b) since January 1, 1999, has received any notice from any governmental or non-governmental self-regulatory organization or agency or any Governmental Entity or any other person that such Subsidiary is in violation of, or has violated, any applicable provisions of any laws, statutes, ordinances or regulations or (c) has any officers, directors or employees who, since January 1, 1999, have been the subject of any investigation (excluding routine examinations by regulatory or self-regulatory organizations or agencies), disciplinary proceeding or enforcement order arising under any applicable provisions of any laws, statutes, ordinances or regulations (including any rules or regulations of any non-governmental self-regulatory organization or agency), and no such investigation, disciplinary proceeding or proceedings for the issuance of any enforcement order is pending or threatened, except in the case of each of clauses (a), (b) and (c) for violations or alleged violations that would not, individually or in the aggregate, reasonably be expected to have result in a Company Material Adverse Effect. Each of the Subsidiaries has all federal, the Company state and each of its Subsidiaries are and since July 3local approvals, 2021 (or such later date as the applicable Laws may have come into effect) have beenregistrations, in compliance with all state or federal lawsconsents, common lawcertificates, statutesfilings, ordinancesnotices, codes, rules or regulations, orders, executive orders, judgments, injunctions, governmental guidelines or interpretations having the force of law, Permits, decrees, or other similar requirement enacted, adopted, promulgated, or applied by any Governmental Authority (“Laws”) or Judgments, in each case, that are applicable to the Company or any of its Subsidiaries, including the General Data Protection Regulation (EU) 2016/679, the Privacy and Electronic Communications Directive (2002/58/EC), and any national legislation implementing or supplementing the foregoing in the European Union, to the extent applicable. The Company and each of its Subsidiaries hold all licenses, franchisesrights, permits, certificates, approvals licenses and authorizations franchises from Governmental Authorities (“Permits”) Entities necessary for the lawful ownership and use of its properties and assets or required to conduct of their respective businessesits business as now being conducted, except where for such approvals, registrations, consents, certificates, filings, notices, rights, permits, licenses and franchises the failure to hold the same absence of that would not not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. Each Subsidiary has made all filings required to be made by it under applicable regulatory requirements since December 31, 1999, and all such filings have complied with the applicable regulatory requirements, except for such failures that would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. No Subsidiary or any associated person of any Subsidiary is subject to a statutory disqualification that could be the basis for a suspension, revocation or limitation of the license of, or ability to obtain a license for such Subsidiary, except for such failures that would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. Subject to receipt of the Necessary Regulatory Consents, the consummation of the transactions contemplated by this Agreement will not result in any revocation, cancellation, limitation or suspension of any such approval, permit, registration, consent, certificate, filing, notice, right, license and franchise, except for such revocations, cancellations, limitations and suspensions that would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect.
(b) None of the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any directors, officers, agents, employees or affiliates of the Company or any of its Subsidiaries is currently a person with whom dealings are prohibited under, or who is a subject of, any economic or other trade sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of Commerce or the U.S. Department of State, the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions” and any such person, a “Sanctioned Person”), nor is the Company or any of its Subsidiaries located or organized in a country or territory that is the subject or target of country-wide or territory-wide Sanctions (currently, Cuba, Iran, North Korea, Syria and the Crimea, Donetsk and Luhansk regions of Ukraine) (each, a “Sanctioned Country”). The Company and its Subsidiaries have not for the past two years engaged in any dealings or transactions in violation of Sanctions.
(c) None of the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee from corporate funds; or (iii) violated or is in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. The Company and its Subsidiaries have instituted, maintained and enforced and will continue to maintain and enforce policies and procedures designed to promote compliance with all applicable anti-bribery and anti-corruption laws.
(d) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with applicable anti-money laundering laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending or, to the Knowledge of the Company, threatened.
(e) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with all Laws applicable to the Company and its Subsidiaries relating to export, reexport, transfer, and import controls, including the Export Administration Regulations, the International Traffic in Arms Regulations, and the customs and import Laws administered by U.S. Customs and Border Protection (collectively, “Ex-Im Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending or, to the Knowledge of the Company, threatened.
Appears in 1 contract
Sources: Stock Purchase Agreement (Liberty Financial Companies Inc /Ma/)
Compliance with Laws; Permits. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and each of its Subsidiaries are are, and since July 3January 1, 2021 (or such later date as the applicable Laws may have come into effect) 2022 have been, in compliance with all state laws (whether foreign, federal, state, provincial, local, municipal, multinational common, tribal or federal laws, common lawotherwise), statutes, treaties, directives, ordinances, codes, rules or regulationsacts, ordersPermits, constitutions, conventions, executive orders, judgments, injunctions, governmental guidelines or interpretations having the force of law, Permits, decrees, notices, rules or regulations or other similar requirement requirements enacted, adopted, promulgated, promulgated or applied by any an Governmental Authority Authority, including Gaming Laws (collectively, “Laws”) or Judgments, in each case, that are and Judgments | applicable to the Company or any of its Subsidiaries, including the General Data Protection Regulation (EU) 2016/679, the Privacy and Electronic Communications Directive (2002/58/EC), and any national legislation implementing or supplementing the foregoing in the European Union, to the extent applicablesuch Subsidiary. The Company and its Subsidiaries (and each of their respective officers, directors, partners, managers, members, principals or affiliates that may reasonably be considered in the process of determining the suitability of the Company and its Subsidiaries for Gaming Approvals by Gaming Authorities, or any other holder of Company Common Stock who is required to be licensed or found suitable under applicable Gaming Laws) hold and are in compliance in all material respects with, licenses, franchises, permits, consents, ratifications, waivers, exemptions, concessions, variances, registrations, clearances, certificates, approvals and other authorizations issued from Governmental Authorities Authorities, including Gaming Approvals (collectively, “Permits”) necessary for the lawful conduct of their respective businesses.
(b) Since January 1, 2022, neither the Company nor any of its Subsidiaries has received any allegation, inquiry, notice or communication that alleges that the Company or any of its Subsidiaries or any of their respective directors, officers, employees, agents or representatives or any other Person acting for or on behalf or at the direction of any of the Company or any of its Subsidiaries may have violated, nor made any voluntary or directed disclosure or prior disclosure related to violations of any Anti-Corruption Laws, Sanctions or Ex-Im Laws, and the Company is not aware of any such circumstances presently in existence reasonably likely to give rise to any such allegation, inquiry, notice or communication.
(c) Since January 1, 2022, neither the Company nor any of its Subsidiaries has (i) made any application for a license, certificate, registration or finding of suitability from any Gaming Authority that has not been issued, granted or given (for whatever reason), except to the extent such application remains pending and no decision to issue, grant or give has been made by the applicable Gaming Authority, or (ii) withdrawn any such application (for whatever reason).
(d) Where requested by any Gaming Authority prior to the date hereof or where required under applicable Gaming Laws or under any agreement with any Gaming Authority, all relevant owners, directors, officers, employees and, to the failure to hold Knowledge of the same Company contractors of the Company or any of its Subsidiaries, have obtained and hold, or at the Closing will have obtained and hold, all required licenses, certificates, registrations, approvals and findings of suitability and those licenses, certificates, registrations, approvals and findings of suitability are or will be in full force and effect, except as would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.
(e) Since January 1, 2022, except as would not, individually or in the aggregate, reasonably be expected to have be material to the Company and its Subsidiaries, taken as a Material Adverse Effect.
(b) None of whole, neither the Company nor any of its Subsidiaries norhas been operating in material violation of any applicable Gaming Laws of any jurisdictions in which it holds a license, permit, approval, authorization or registration from any Gaming Authority.
(f) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Knowledge of the Company, any directors, officers, agents, employees or affiliates of the Company or any of its Subsidiaries is currently a person with whom dealings are prohibited under, or who is a subject of, any economic or other trade sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of Commerce or the U.S. Department of State, the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions” and any such person, a “Sanctioned Person”), nor is the Company or any of its Subsidiaries located or organized in a country or territory that is the subject or target of country-wide or territory-wide Sanctions (currently, Cuba, Iran, North Korea, Syria and the Crimea, Donetsk and Luhansk regions of Ukraine) (each, a “Sanctioned Country”). The Company and its Subsidiaries have not for the past two years engaged in any dealings or transactions in violation of Sanctions.
(c) None of Subsidiaries, taken as a whole, neither the Company nor any of its SubsidiariesSubsidiaries has been or is subject to any investigation, nor, to the Knowledge of the Company, any director, officer, agent, employee, affiliate inquiry or criminal proceeding or other person associated with or acting on behalf of the Company or any of its Subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee from corporate funds; or (iii) violated or is in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. The Company and its Subsidiaries have instituted, maintained and enforced and will continue to maintain and enforce policies and procedures designed to promote compliance with all applicable anti-bribery and anti-corruption laws.
(d) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with applicable anti-money laundering laws, and no disciplinary action, suit whether pending or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending threatened in writing or, to the Knowledge of the Company, threatened.
(e) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with all Laws applicable to the Company and its Subsidiaries relating to export, reexport, transfer, and import controls, including the Export Administration Regulations, the International Traffic in Arms Regulations, and the customs and import Laws administered by U.S. Customs and Border Protection (collectively, “Ex-Im Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to threatened orally under any applicable anti-money laundering law is pending or, to the Knowledge of the Company, threatenedGaming Law.
Appears in 1 contract
Compliance with Laws; Permits. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and each of its Subsidiaries are and since July 3February 1, 2021 2017 (or such later date as the applicable Laws may have come into effect) have been, in compliance with all state or federal laws, common law, statutes, ordinances, codes, rules or regulations, orders, executive orders, judgments, injunctions, governmental guidelines or interpretations having have the force of law, Permits, decrees, or other similar requirement enacted, adopted, promulgated, or applied by any Governmental Authority (“Laws”) or Judgments, in each case, that are applicable to the Company or any of its SubsidiariesSubsidiaries , including the General Data Protection Regulation (EU) 2016/679, the Privacy and Electronic Communications Directive (2002/58/EC), and any national legislation implementing or supplementing the foregoing in the European Union, to the extent applicable. The Company and each of its Subsidiaries hold all licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities (“Permits”) necessary for the lawful conduct of their respective businesses, except where the failure to hold the same would not individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(b) None Except as would not reasonably be expected to materially adversely impact the business of the Company nor any and its Subsidiaries, taken as a whole, or as previously disclosed to the Investor, the Company, each of its Subsidiaries norand each of their respective officers, directors and employees and, to the Knowledge of the Company, agents or other third party representatives acting on behalf of any directorsof them is, officersand since February 1, agents2017 (or such later date as the applicable Laws may have come into effect) has been, employees or affiliates in compliance with (i) the Foreign Corrupt Practices Act of 1977 and any rules and regulations promulgated thereunder, and any other Laws applicable to the Company or any and its Subsidiaries, in each country in which they operate, that address the prevention of its Subsidiaries is currently corruption (the “Anti-Corruption Laws”), and have maintained accurate books and records and adopted and adhered to a person with whom dealings are prohibited undersystem of policies, or who is a subject ofprocedures, any economic and internal controls as required by applicable Anti-Corruption Laws, (ii) all sanctions regulations, orders or other trade sanctions financial restrictions administered or enforced by the United States (including without limitation the Office of Foreign Assets Control of the U.S. United States Treasury Department of (“OFAC”)) and similar sanctions laws and regulations applicable to the Treasury, the U.S. Department of Commerce Company or the U.S. Department of State, the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority its Subsidiaries from time to time (collectively, “Sanctions” ”) and has not transacted any such person, a “Sanctioned Person”), nor is the Company business with or any of its Subsidiaries located or organized in a country or territory that is the subject or target of country-wide or territory-wide Sanctions (currently, Cuba, Iran, North Korea, Syria and the Crimea, Donetsk and Luhansk regions of Ukraine) (each, a “Sanctioned Country”). The Company and its Subsidiaries have not for the past two years engaged benefit of any Person designated on OFAC’s list of Specially Designated Nationals and Blocked Persons that was not in any dealings or transactions in violation of compliance with such Sanctions.
(c) None of the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee from corporate funds; or (iii) violated or is in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. The Company and its Subsidiaries have instituted, maintained and enforced and will continue to maintain and enforce policies and procedures designed to promote compliance with all applicable anti-bribery and anti-corruption laws.
(d) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with applicable anti-money laundering laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending or, to the Knowledge of the Company, threatened.
(e) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with all Laws applicable to the Company and its Subsidiaries relating to export, reexport, transfer, and import controls, including the Export Administration Regulations, the International Traffic in Arms Regulations, and the customs and import Laws administered by U.S. Customs and Border Protection Protection, and (collectivelyiv) the Company’s and its Subsidiaries’ own rules policies, “Ex-Im Laws”and procedures relating to the handling, processing, or use of personally identifiable information or other sensitive data protectable under Law.
(c) Except as would not reasonably be expected to materially adversely impact the business of the Company and its Subsidiaries, taken as a whole, or as previously disclosed to the Investor, since February 1, 2017 (or such later date as the applicable Laws may have come into effect), and no actionto the knowledge of the Company, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving none of the Company or any Subsidiary or any of its Subsidiaries with respect their respective directors, officers, employees or any Person acting on behalf of the Company or any Subsidiary has been the subject of any allegation, complaint, voluntary disclosure, investigation, inquiry, prosecution or other enforcement action related to any Anti-Corruption Laws, Sanctions, or applicable anti-money laundering law is pending orLaws related to export, to the Knowledge of the Companyreexport, threatenedtransfer or import controls.
Appears in 1 contract
Compliance with Laws; Permits. (a) Except as The Company and each of its Subsidiaries conduct their businesses in compliance with all applicable Laws and NYSE rules and regulations, except for any noncompliance that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and each of its Subsidiaries are and since July 3, 2021 (or such later date as the applicable Laws may have come into effect) have been, in compliance with all state or federal laws, common law, statutes, ordinances, codes, rules or regulations, orders, executive orders, judgments, injunctions, governmental guidelines or interpretations having the force of law, Permits, decrees, or other similar requirement enacted, adopted, promulgated, or applied by any Governmental Authority (“Laws”) or Judgments, in each case, that are applicable to the Company or any of its Subsidiaries, including the General Data Protection Regulation (EU) 2016/679, the Privacy and Electronic Communications Directive (2002/58/EC), and any national legislation implementing or supplementing the foregoing in the European Union, to the extent applicable. The Company and each of its Subsidiaries hold all licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities (“Permits”) necessary for the lawful conduct of their respective businesses, except where the failure to hold the same would not individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(b) None The Company and its Subsidiaries possess such valid and current certificates, governmental or other authorizations, licenses, consents, notices, registrations, exemptions, variances, filings, approvals, other forms of permissions or permits (“Permits”) issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses as currently conducted, except with respect to any such Permits the absence of which would not have a Material Adverse Effect; and neither the Company nor any of its Subsidiaries nor, has received any notice of proceedings relating to the Knowledge of the Companyrevocation or modification of, or non-compliance with, any directorssuch certificate, officersauthorization or permit which, agentssingly or in the aggregate, employees or affiliates of the Company or any of its Subsidiaries is currently a person with whom dealings are prohibited under, or who is a subject of, any economic or other trade sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of Commerce or the U.S. Department of State, the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions” and any such person, a “Sanctioned Person”), nor is the Company or any of its Subsidiaries located or organized in a country or territory that is if the subject of an unfavorable decision, ruling or target of country-wide or territory-wide Sanctions (currentlyfinding, Cuba, Iran, North Korea, Syria and the Crimea, Donetsk and Luhansk regions of Ukraine) (each, could have a “Sanctioned Country”). The Company and its Subsidiaries have not for the past two years engaged in any dealings or transactions in violation of SanctionsMaterial Adverse Effect.
(c) None of Neither the Company nor any of its Subsidiaries, noror, to the Knowledge knowledge of the Company, any director, officer, agent, employee, affiliate or other person associated with or Person acting on their behalf has, in connection with the operation of the Company or any of its Subsidiaries has their respective businesses, (i) used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful contribution, gift, entertainment or other unlawful expense expenditures relating to political activity; (ii) made activity to government officials, candidates or members of political parties or organizations, or established or maintained any direct unlawful or indirect unlawful payment or benefit to any foreign or domestic government official or employee from corporate funds; or (iii) violated or is unrecorded funds in violation of Section 104 of the United States Foreign Corrupt Practices Act of 1977, as amended. The Company and its Subsidiaries have instituted, maintained and enforced and will continue to maintain and enforce policies and procedures designed to promote compliance or any other similar applicable Law, (ii) paid, accepted or received any unlawful contributions, payments, expenditures or gifts or (iii) violated or operated in noncompliance with all applicable any export restrictions, anti-bribery and anti-corruption lawsboycott regulations or embargo regulations.
(d) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with applicable anti-money laundering laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending or, to the Knowledge of the Company, threatened.
(e) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with all Laws applicable to the Company and its Subsidiaries relating to export, reexport, transfer, and import controls, including the Export Administration Regulations, the International Traffic in Arms Regulations, and the customs and import Laws administered by U.S. Customs and Border Protection (collectively, “Ex-Im Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending or, to the Knowledge of the Company, threatened.
Appears in 1 contract
Compliance with Laws; Permits. (a) Except as set forth in SECTION 3.11 of the Disclosure Schedule, to the Knowledge of NFS, neither GGI nor any of its Subsidiaries:
(a) since January 1, 2002, has received any notice from any Governmental Entity or any other person that GGI or any of its Subsidiaries is in violation of, or has violated, any applicable provisions of any Laws; or (b) has any executive officers or directors who, since January 1, 2002, have been the subject of any investigation (excluding routine examinations by Self-Regulatory Organizations), disciplinary proceeding or enforcement order arising under any applicable provisions of any Laws, and no such investigation, disciplinary proceeding or proceedings for the issuance of any enforcement order is pending or threatened, except in the case of each of clauses (a) and (b) for violations or alleged violations that would not, individually or in the aggregate, reasonably be expected to have result in a GGI Material Adverse Effect. To the Knowledge of NFS, the Company and each of GGI and its Subsidiaries are has made all filings required to be made by it under applicable regulatory requirements since December 31, 2001, and since July 3, 2021 (or all such later date as filings have complied with the applicable Laws may have come into effect) have been, in compliance with all state or federal laws, common law, statutes, ordinances, codes, rules or regulations, orders, executive orders, judgments, injunctions, governmental guidelines or interpretations having the force of law, Permits, decrees, or other similar requirement enacted, adopted, promulgated, or applied by any Governmental Authority (“Laws”) or Judgments, in each case, that are applicable to the Company or any of its Subsidiaries, including the General Data Protection Regulation (EU) 2016/679, the Privacy and Electronic Communications Directive (2002/58/EC), and any national legislation implementing or supplementing the foregoing in the European Union, to the extent applicable. The Company and each of its Subsidiaries hold all licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities (“Permits”) necessary for the lawful conduct of their respective businessesregulatory requirements, except where the failure to hold the same for such failures that would not not, individually or in the aggregate, reasonably be expected to have result in a GGI Material Adverse Effect. To the Knowledge of NFS, neither GGI, any of its Subsidiaries, nor any executive officer or director of GGI is subject to a statutory disqualification that could be the basis for a suspension, revocation, or limitation of the license of, or ability to obtain a license for GGI or any of its Subsidiaries, except for such failures that would not, individually or in the aggregate, reasonably be expected to result in a GGI Material Adverse Effect.
(b) None of the Company nor any of its Subsidiaries nor, to To the Knowledge of the CompanyNFS, any directors, officers, agents, employees or affiliates each of the Company or any of its Subsidiaries is currently a person with whom dealings are prohibited under, or who is a subject of, any economic or other trade sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of Commerce or the U.S. Department of State, the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions” and any such person, a “Sanctioned Person”), nor is the Company or any of its Subsidiaries located or organized in a country or territory that is the subject or target of country-wide or territory-wide Sanctions (currently, Cuba, Iran, North Korea, Syria and the Crimea, Donetsk and Luhansk regions of Ukraine) (each, a “Sanctioned Country”). The Company GGI and its Subsidiaries have not for which are required to be registered as a broker/dealer, investment advisor, or in a similar capacity with the past two years engaged in any dealings or transactions in violation of Sanctions.
(c) None of the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company SEC or any of its Subsidiaries has (i) used any corporate funds for any unlawful contributionother Governmental Entity are duly registered as such and such registrations are in full force and effect, giftexcept where the absence to be so registered would not, entertainment individually or other unlawful expense relating in the aggregate, be expected to political activity; (ii) made any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee from corporate funds; or (iii) violated or is result in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. The Company and its Subsidiaries have instituted, maintained and enforced and will continue to maintain and enforce policies and procedures designed to promote compliance with all applicable anti-bribery and anti-corruption lawsa GGI Material Adverse Effect.
(d) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with applicable anti-money laundering laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending or, to the Knowledge of the Company, threatened.
(e) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with all Laws applicable to the Company and its Subsidiaries relating to export, reexport, transfer, and import controls, including the Export Administration Regulations, the International Traffic in Arms Regulations, and the customs and import Laws administered by U.S. Customs and Border Protection (collectively, “Ex-Im Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending or, to the Knowledge of the Company, threatened.
Appears in 1 contract
Sources: Exchange Agreement (Nationwide Financial Services Inc/)
Compliance with Laws; Permits. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and each of its Subsidiaries are and since July 3, 2021 (or such later date as for the applicable Laws may have come into effect) past three years have been, in compliance with all state or federal laws, common law, statutes, ordinances, codes, rules or regulations, orders, executive orders, judgments, injunctions, governmental guidelines or interpretations having have the force of law, Permits, decrees, or other similar requirement enacted, adopted, promulgated, or applied by any Governmental Authority (“"Laws”") or Judgments, in each case, that are applicable to the Company or any of its Subsidiaries, including the General Data Protection Regulation (EU) 2016/679, the Privacy and Electronic Communications Directive (2002/58/EC), and any national legislation implementing or supplementing the foregoing in the European Union, to the extent applicable. The Company and each of its Subsidiaries hold all licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities (“"Permits”") necessary for the lawful conduct of their respective businesses, except where the failure to hold the same would not individually or in the aggregate, reasonably resonably be expected to have a Material Adverse Effect.
(b) None of Except as would not, individually or in the Company nor any aggregate, reasonably be expected to have a Material Adverse Effect, the Company, each of its Subsidiaries norand each of their respective officers, directors and employees and, to the Knowledge of the Company, agents or other third party Representatives acting on behalf of any directorsof them is, officersand for the past three years has been, agentsin compliance with (i) the Foreign Corrupt Practices Act of 1977 and any rules and regulations promulgated thereunder, employees or affiliates of and any other Laws applicable to the Company or any and its Subsidiaries, in each country in which they operate, that address the prevention of its Subsidiaries is currently corruption (the "Anti-Corruption Laws"), and have maintained accurate books and records and adopted and adhered to a person with whom dealings are prohibited undersystem of policies, or who is a subject ofprocedures, any economic and internal controls as required by applicable Anti-Corruption Laws, (ii) all sanctions regulations, orders or other trade sanctions financial restrictions administered or enforced by the United States (including without limitation the Office of Foreign Assets Control of the U.S. United States Treasury Department of ("OFAC")) and similar sanctions, Laws and regulations applicable to the Treasury, the U.S. Department of Commerce Company or the U.S. Department of State, the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority its Subsidiaries from time to time (collectively, “"Sanctions” ") and has not to the Company's Knowledge transacted any such person, a “Sanctioned Person”), nor is the Company business with or any of its Subsidiaries located or organized in a country or territory that is the subject or target of country-wide or territory-wide Sanctions (currently, Cuba, Iran, North Korea, Syria and the Crimea, Donetsk and Luhansk regions of Ukraine) (each, a “Sanctioned Country”). The Company and its Subsidiaries have not for the past two years engaged benefit of any Person designated on OFAC's list of Specially Designated Nationals and Blocked Persons that was not in any dealings or transactions in violation of compliance with such Sanctions.
(c) None of the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee from corporate funds; or and (iii) violated or is in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. The Company and its Subsidiaries have instituted, maintained and enforced and will continue to maintain and enforce policies and procedures designed to promote compliance with all applicable anti-bribery and anti-corruption laws.
(d) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with applicable anti-money laundering laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending or, to the Knowledge of the Company, threatened.
(e) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with all Laws applicable to the Company and its Subsidiaries relating to export, reexportre-export, transfer, and import controls, including the Export Administration Regulations, the International Traffic in Arms Regulations, and the customs and import Laws administered by U.S. Customs and Border Protection Protection.
(collectivelyc) Except as would not, “Ex-Im Laws”)individually or in the aggregate, and no actionreasonably be expected to have a Material Adverse Effect, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving for the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending orpast three years, to the Knowledge of the Company, threatenednone of the Company or any Subsidiary or any of their respective directors, officers, employees or any Person acting on behalf of the Company or any Subsidiary has been the subject of any allegation, complaint, voluntary disclosure, investigation, inquiry, prosecution or other enforcement action related to any Anti-Corruption Laws, Sanctions, or applicable Laws related to export, re-export, transfer or import controls.
Appears in 1 contract
Compliance with Laws; Permits. (a) Except as would not, individually or in set forth on Schedule 3.16 of the aggregate, reasonably be expected to have a Material Adverse EffectDisclosure Schedules, the Company Acquired Companies have complied with and each of its Subsidiaries are and since July 3, 2021 (or such later date as the in compliance in all material respects with all applicable Laws may of all applicable Governmental Authorities. No written notices have come into effectbeen received by and no claims have been filed during the past four (4) have been, in compliance with all state or federal laws, common law, statutes, ordinances, codes, rules or regulations, orders, executive orders, judgments, injunctions, governmental guidelines or interpretations having the force years against any Acquired Company alleging a material violation of law, Permits, decrees, or other similar requirement enacted, adopted, promulgated, or applied by any Governmental Authority (“Laws”) or Judgments, in each case, that are applicable to the Company or any of its Subsidiaries, including the General Data Protection Regulation (EU) 2016/679, the Privacy and Electronic Communications Directive (2002/58/EC), and any national legislation implementing or supplementing the foregoing in the European Union, to the extent applicable. The Company and each of its Subsidiaries hold all licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities (“Permits”) necessary for the lawful conduct of their respective businesses, except where the failure to hold the same would not individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(b) None of Neither the Company nor any of its Subsidiaries Acquired Companies nor, to the Knowledge of the Company’s knowledge, any directorsof their respective employees, officerssubcontractors, agents, employees or affiliates of the Company or any of its Subsidiaries is currently a person with whom dealings are prohibited underrepresentatives, consultants, distributors, partners, resellers, suppliers, or who is a subject ofcustomers are or, to the Company’s knowledge, have been designated within the last three years on any economic or other trade sanctions administered or enforced restricted party list published by any U.S. government agency (including, without limitation, the Department of Treasury, Office of Foreign Assets Control of Control’s “Specially Designated Nationals List”, the U.S. Department of the TreasuryCommerce, Bureau of Industry and Security’s “Denied Persons List”, the U.S. Department of Commerce or the U.S. Department of State, Directorate of Defense Trade Controls’ “Debarred Parties List”), the United Nations Security Council(UN) financial sanctions lists, the and financial sanctions lists enacted by European Union or His Majesty’s Treasury of the United Kingdom(EU) member states pursuant to UN, or other relevant sanctions authority (collectivelyEU, “Sanctions” and any such person, a “Sanctioned Person”), nor is the Company or any of its Subsidiaries located or organized in a country or territory that is the subject or target of country-wide or territory-wide Sanctions (currently, Cuba, Iran, North Korea, Syria and the Crimea, Donetsk and Luhansk regions of Ukraine) (each, a “Sanctioned Country”). The Company and its Subsidiaries have not for the past two years engaged in any dealings or transactions in violation of Sanctionsnational regimes.
(c) None of Neither the Company nor any of its Subsidiaries, Acquired Companies nor, to the Knowledge of the Company’s knowledge, any directorof their respective Affiliates, officerjoint venturers, agentprincipals, employeeofficers, affiliate employees, managers, agents or representatives, distributors, contractors, or any person while acting for or on the Acquired Companies’ behalf, has during the last three years directly or indirectly made or offered or solicited or accepted any contribution, donation, gift, gratuity, travel, entertainment, bribe, rebate, payoff, influence payment, kickback, or other person associated with payment or acting on behalf anything else of the Company value to or from any person, private or public, regardless of its Subsidiaries has what form, whether in money, property, or services (i) used any corporate funds to obtain favorable treatment for any unlawful contributionbusiness sought, gift, entertainment or other unlawful expense relating to political activity; (ii) made to pay for favorable treatment for any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee from corporate funds; or business obtained, (iii) violated to obtain or is pay for special concessions or for special concessions for any business previously obtained or (iv) otherwise to confer any benefit, in each case of clauses (i) - (iv), in violation of any applicable laws or requirements of any Governmental Authorities (including but not limited to the United States Anti-Kickback Act of 1986, as amended, the Foreign Corrupt Practices Act of 1977, as amended. The Company and its Subsidiaries have instituted, maintained and enforced and will continue to maintain and enforce policies and procedures designed to promote compliance with all or other similar United States or foreign law) or otherwise in violation of applicable anti-bribery and anti-corruption laws.
(dlaws for the purposes described in Section 162(c) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with applicable anti-money laundering laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body Code or any arbitrator involving similar law or for the Company establishment or maintenance of any concealed fund or concealed bank account (collectively, the “Anti-Bribery Laws”). Neither the Acquired Companies nor, to the Company’s knowledge, any of their respective Affiliates, joint venturers, principals, officers, employees, managers, agents or representatives, distributors, contractors, or any Person while acting for or on the Acquired Companies’ behalf, has directly or indirectly: (i) made any unlawful payment or corruptly offered anything of its Subsidiaries with respect value to any foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns, or (ii) violated or enabled the violation of any applicable anti-money laundering law is pending oror regulation. During the last five years, none of the Acquired Companies has received any communication that alleges that any Acquired Company and, to the Knowledge Company’s knowledge, any of the Companytheir respective current (or former) directors, threatened.
(e) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with all Laws applicable to the Company and its Subsidiaries relating to exportAffiliates, reexportjoint venturers, transferprincipals, and import controlsofficers, including the Export Administration Regulationsemployees, the International Traffic in Arms Regulationsmanagers, and the customs and import Laws administered by U.S. Customs and Border Protection (collectivelyagents or representatives, “Ex-Im Laws”)distributors, and no actioncontractors, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving person associated with or acting for or on the Company Acquired Companies’ behalf is in violation of, or any of its Subsidiaries with respect to has liability under, any applicable Anti-Bribery Laws or anti-money laundering law laws. During the last five years, none of the principals of the Company has been a foreign government officer, agent or employee of a foreign Governmental Authority or is pending orcurrently a government officer, agent or employee of a Governmental Authority. The Acquired Companies and, to the Knowledge of Company’s knowledge, their respective current (or former) directors and employees are and, to the Company’s knowledge, threatenedhave been during the last two years in compliance in all respects with such Anti-Bribery Laws.
(d) All material Permits required for the Acquired Companies to conduct their business as conducted on the date of this Agreement and as needed to conduct the Company’s business as proposed in any Government bid or Contract have been obtained by it and are valid and in full force and effect (“Company Permits”). All fees and charges with respect to such Company Permits have been paid in full to the extent due. No event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse or limitation of any Company Permit. No written notices have been received by any Acquired Company during the last two years alleging the failure to hold any Company Permit, or to the effect that any Acquired Company is not in compliance with any Company Permit, in each case that has not been resolved.
Appears in 1 contract
Compliance with Laws; Permits. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the The Company and each of its Subsidiaries are are, and since July 3January 1, 2021 (or such later date as the applicable Laws may have come into effect) have been, in compliance with all state or federal laws, common law, statutes, ordinances, codes, rules or regulations, orders, executive orders, judgments, injunctions, governmental guidelines or interpretations having the force of law, Permits, decrees, regulations or other similar requirement enacted, adopted, promulgated, or applied by any Governmental Authority (“Laws”) or Judgments, in each case, that are applicable to the Company or any of its Subsidiaries, including the General Data Protection Regulation (EU) 2016/679except as would not, the Privacy and Electronic Communications Directive (2002/58/EC), and any national legislation implementing individually or supplementing the foregoing in the European Unionaggregate, reasonably be expected to the extent applicablehave a Material Adverse Effect. The Company and each of its Subsidiaries hold holds or is in the process of obtaining all licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities (“Permits”) necessary for the lawful conduct of their respective businesses, except where the failure to hold the same would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. For the avoidance of doubt, this Section 3.08(a) does not apply to International Trade Laws matters, such matters being the exclusive subject of Section 3.08(b).
(b) None of the Company nor Company, any of its Subsidiaries Subsidiaries, any of their respective directors and executive officers, nor, to the Knowledge of the Company, any directorsAffiliates, officers, agents, employees or affiliates of the Company or any of its Subsidiaries is currently a person with whom dealings are prohibited undernon-executive officers and other employees, or who agents (i) is a subject of, the target of any economic or other trade sanctions administered or enforced by U.S. Governmental Authorities (including, but not limited to the Office of Foreign Assets Control of the U.S. Department of the TreasuryTreasury (“OFAC”), U.S. Department of State and the U.S. Department of Commerce Commerce), the United Nations Security Council, HM Treasury, the European Union or relevant member states of the European Union, or any other relevant Governmental Authority (collectively, the “Sanctions”); (ii) is named in any Sanctions-related list maintained by the U.S. Department of State; the U.S. Department of Commerce, including the Bureau of Industry and Security’s Entity List and Denied Persons List; or the U.S. Department of Statethe Treasury, including the OFAC Specially Designated Nationals and Blocked Persons List, the Sectoral Sanctions Identifications List, and the Foreign Sanctions Evaders List; or any similar list maintained by the United Nations Security Council, the European Union Union, HM Treasury or His Majesty’s Treasury of the United Kingdom, or any other relevant sanctions authority Governmental Authority; (collectivelyiii) is located, “Sanctions” and any such person, a “Sanctioned Person”), nor is the Company organized or any of its Subsidiaries located or organized resident in a country country, territory or territory that geographical region which is itself the subject or target of country-wide or any territory-wide Sanctions (currently, Cuba, Iran, North Korea, Syria Syria, and the Crimea, Crimea and so-called Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine) (each, a “Sanctioned CountryJurisdiction”); or (iv) is owned or controlled by any Person or Persons described in the foregoing clauses (i)–(iii). The Company and its Subsidiaries have not for the past two years engaged in any dealings or transactions in violation of Sanctions.
(c) None of the Company nor any of its Subsidiaries, norand, to the Knowledge of the Company, any directortheir respective directors, officerofficers, agentemployees, employee, affiliate and agents (to the extent such persons are acting for or other person associated with or acting on behalf of the Company or any of its Subsidiaries has Subsidiaries) are, and since the date of their respective formations have been at all times, in compliance with (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activitySanctions; (ii) made U.S. export control Laws (including, without limitation, the International Traffic in Arms Regulations (22 CFR §§ 120–130, as amended), the Export Administration Regulations (15 CFR §§ 730–774, as amended) and any direct regulation, order, or indirect unlawful payment directive promulgated, issued or benefit enforced pursuant to any foreign or domestic government official or employee from corporate fundssuch Laws); or (iii) violated Laws pertaining to imports and customs, including those administered by the Bureau of Customs and Border Protection in the U.S. Department of Homeland Security (and any successor thereof) and any regulation, order, or is in violation directive promulgated, issued or enforced pursuant to such Laws; (iv) the anti-boycott Laws administered by the U.S. Department of Commerce and the U.S. Department of the United States Foreign Corrupt Practices Act Treasury; and (v) export, import and customs Laws of 1977other countries in which the Company has conducted and/or currently conducts business (collectively, as amended. “International Trade Laws”).
(c) The Company and its Subsidiaries have institutedSubsidiaries, maintained and enforced and will continue to maintain and enforce policies and procedures designed to promote compliance with all applicable anti-bribery and anti-corruption laws.
(d) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with applicable anti-money laundering laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending orand, to the Knowledge of the Company, threatened.
(e) The operations their respective directors and officers acting on behalf of or for the Company Company’s or any Subsidiary’s benefit are, and its Subsidiaries are and since the January 1, 2021 have been conducted at all times been, in material compliance with all Laws applicable to the Company and its Subsidiaries relating to export, reexport, transfer, and import controls, including the Export Administration Regulations, the International Traffic U.S. Foreign Corrupt Practices Act of 1977 or similar law of a jurisdiction in Arms Regulations, and the customs and import Laws administered by U.S. Customs and Border Protection (collectively, “Ex-Im Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving which the Company or any of its Subsidiaries with respect conduct their respective businesses and to any applicable anti-money laundering law is pending orwhich they are lawfully subject, in each case, except as would not, individually or in the aggregate, reasonably be expected to the Knowledge have a Material Adverse Effect. No part of the Companyproceeds of the Purchase Price paid hereunder shall be used to make any unlawful bribe, threatenedrebate, payoff, influence payment, kickback or other unlawful payment.
Appears in 1 contract
Compliance with Laws; Permits. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the The Company and each of its Subsidiaries are and since July 3January 1, 2021 (or such later date as the applicable Laws may have come into effect) 2018 have been, in compliance with all state or federal laws, common law, statutes, ordinances, codes, rules or regulations, orders, executive orders, judgments, injunctions, governmental guidelines or interpretations having the force of law, Permits, decrees, regulations or other similar requirement enacted, adopted, promulgated, or applied by any Governmental Authority (“Laws”) or Judgments, in each case, that are applicable to the Company or any of its Subsidiaries, including the General Data Protection Regulation (EU) 2016/679except as would not, the Privacy and Electronic Communications Directive (2002/58/EC), and any national legislation implementing individually or supplementing the foregoing in the European Unionaggregate, reasonably be expected to the extent applicablehave a Material Adverse Effect. The Company and each of its Subsidiaries hold all licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities (“Permits”) necessary for the lawful conduct of their respective businesses, except where the failure to hold the same would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(b) None of the Company nor any The Company, each of its Subsidiaries norSubsidiaries, and each of their respective officers, directors, employees and, to the Knowledge Company’s Knowledge, agents acting on their behalf is, and for the last five years has been, in compliance in all material respects with (i) the Foreign Corrupt Practices Act of 1977 and any rules and regulations promulgated thereunder, (ii) the United Kingdom Bribery Act, (iii) anti-bribery legislation promulgated by the European Union and implemented by its member states, (iv) legislation adopted in furtherance of the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and (v) any other Laws applicable to the Company and its Subsidiaries that address the prevention of corruption, bribery or terrorism (collectively, the “Anti-Corruption Laws”). None of the Company, any directors, officers, agents, employees or affiliates of the Company or any of its Subsidiaries is currently a person with whom dealings are prohibited under, or who is a subject of, any economic or other trade sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of Commerce or the U.S. Department of State, the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions” and any such person, a “Sanctioned Person”), nor is the Company or any of its Subsidiaries located or organized in a country or territory that is the subject or target of country-wide or territory-wide Sanctions (currently, Cuba, Iran, North Korea, Syria and the Crimea, Donetsk and Luhansk regions of Ukraine) (each, a “Sanctioned Country”). The Company and its Subsidiaries have not for the past two years engaged in any dealings or transactions in violation of Sanctions.
(c) None of the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any director, officer, or, to the Company’s Knowledge, any agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries within the last five (5) years has (i) used offered, promised, provided, or authorized the provision of any corporate funds for any unlawful contribution, gift, entertainment money or other unlawful expense relating to political activity; (ii) made any direct thing of value, directly or indirect unlawful payment or benefit indirectly, to any foreign Person to improperly influence official action or domestic government official secure an improper advantage, or employee from corporate funds; to encourage the recipient to breach a duty of good faith or (iii) loyalty or the policies of his/her employer, nor has violated or is in violation of any provision of any Anti-Corruption Laws.
(c) The Company, each of its Subsidiaries, and to the Company’s Knowledge, each of their respective officers, directors, employees and, to the Company’s Knowledge, agents acting on their behalf is, and for the last five (5) years has been, in material compliance with Anti-Money Laundering Laws and Export Control Laws.
(d) The Company, each of its Subsidiaries, and each of their officers, directors, employees and, to the Company’s Knowledge, agents acting on their behalf is, and, for the last five (5) years has been, in compliance with all Laws or other financial restrictions administered by (i) the United States (including without limitation the Office of Foreign Corrupt Practices Act Assets Control of 1977the United States Treasury Department (“OFAC”), as amendedincluding OFAC’s Specially Designated Nationals and Blocked Persons List, and the U.S. Department of State), (ii) the European Union and enforced by its member states, (iii) the United Nations, (iv) Her Majesty’s Treasury or (v) other similar governmental bodies with regulatory authority over the Company, its Subsidiaries and their respective operations from time to time (collectively, “Sanctions”). None of the Company, any of its Subsidiaries, or any director, officer, or to the Company’s Knowledge, agent, or employee of the Company or any of its Subsidiaries is currently the subject or the target of any Sanctions, nor is the Company or any of its Subsidiaries (x) located, organized or resident in a country or territory that is the subject or target of Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria and Crimea, or (y) majority-owned or controlled by a Person that is the subject of Sanctions.
(e) To the Company’s Knowledge, the Company and its Subsidiaries have not engaged in, nor are now engaged in, any dealings or transactions with or for the benefit of any person located, organized, or ordinarily resident in Cuba, Iran, North Korea, Sudan, Syria, or Crimea (each a “Restricted Country”), in each case directly or indirectly, including through agents or other persons acting on its behalf.
(f) Neither the Company nor any of its Subsidiaries is party to any actual or threatened legal proceedings or outstanding enforcement action relating to any breach or suspected breach of Anti-Corruption Laws, Anti-Money Laundering Laws, Sanctions or Export Control Laws.
(g) The Company and its Subsidiaries will not use the proceeds from the Transactions (i) in furtherance of an offer, payment, promise to pay or authorization of the payment or giving of money or anything else of value, to any Person in violation of any Anti-Corruption Laws, or (ii) directly or indirectly to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding, is the subject or the target of Sanctions.
(h) The Company and its Subsidiaries have instituted, maintained instituted and enforced and will continue to maintain and enforce policies and procedures designed to promote ensure, and which are reasonably expected to continue to ensure, compliance with all applicable antiAnti-bribery Corruption Laws and anti-corruption laws.
(d) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with applicable anti-money laundering laws, and no Sanctions. No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable antiAnti-money laundering law Corruption Laws or Sanctions is pending or, to the Knowledge of the Company, threatened.
(e) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with all Laws applicable to the Company and its Subsidiaries relating to export, reexport, transfer, and import controls, including the Export Administration Regulations, the International Traffic in Arms Regulations, and the customs and import Laws administered by U.S. Customs and Border Protection (collectively, “Ex-Im Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending or, to the Knowledge of the Company, threatened.
Appears in 1 contract
Sources: Investment Agreement (Coty Inc.)
Compliance with Laws; Permits. (ai) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and each of its Subsidiaries are and since July 3June 13, 2021 (or such later date as the applicable Laws may have come into effect) 2020, have been, in compliance with all (A) foreign, local, state or federal laws, common law, statutes, ordinances, codes, rules or regulations, orders, executive orders, judgments, injunctions, governmental guidelines or interpretations having that have the force of law, Permits, decrees, or other similar requirement enacted, adopted, promulgated, or applied by any Governmental Authority (“Laws”) or Judgments), in each case, that are applicable to the Company or any of its Subsidiaries, including the General Data Protection Regulation (EU) 2016/679, the Privacy and Electronic Communications Directive (2002/58/EC), and any national legislation implementing or supplementing the foregoing in the European Union, to the extent applicableapplicable and (B) Data Security Requirements. The Company and each of its Subsidiaries hold all licenses, franchises, permits, certificates, approvals approvals, registrations and authorizations from Governmental Authorities (“Permits”) necessary for the lawful conduct of their respective businesses, except where the failure to hold the same would not individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(bii) None of Except as would not, individually or in the Company nor any aggregate, reasonably be expected to have a Material Adverse Effect, the Company, each of its Subsidiaries norand each of their respective officers, directors and employees and, to the Knowledge of the Company, agents or other third party Representatives acting on behalf of any directorsof them is, officersand since June 13, agents2020 has been, employees or affiliates in compliance with (i) the Foreign Corrupt Practices Act of 1977 and any rules and regulations promulgated thereunder, and any other Laws applicable to the Company and its Subsidiaries, in each country in which they operate, that address the prevention of corruption, bribery or any money laundering (collectively, the “Anti-Corruption Laws”), and have maintained accurate books and records and adopted and adhered to a system of its Subsidiaries is currently a person with whom dealings are prohibited underpolicies, or who is a subject ofprocedures, any economic and internal controls as required by applicable Anti-Corruption Laws, (ii) all sanctions, Laws, regulations, orders or other trade sanctions financial restrictions administered or enforced by the United States (including without limitation the Office of Foreign Assets Control of the U.S. United States Treasury Department of (“OFAC”)) and similar sanctions, Laws and regulations applicable to the Treasury, the U.S. Department of Commerce Company or the U.S. Department of State, the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority its Subsidiaries from time to time (collectively, “Sanctions” ”) and has not since June 13, 2020 been, or transacted any such personbusiness or had any other dealings with or for the benefit of, a “any Sanctioned Person”), nor is the Company Person or in any of its Subsidiaries located or organized in a country or territory that is the subject or target of country-wide or territory-wide Sanctions (currently, Cuba, Iran, North Korea, Syria and the Crimea, Donetsk and Luhansk regions of Ukraine) (each, a “Sanctioned Country”). The Company , and its Subsidiaries have not for the past two years engaged in any dealings or transactions in violation of Sanctions.
(c) None of the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee from corporate funds; or (iii) violated or is in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. The Company and its Subsidiaries have instituted, maintained and enforced and will continue to maintain and enforce policies and procedures designed to promote compliance with all applicable anti-bribery and anti-corruption laws.
(d) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with applicable anti-money laundering laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending or, to the Knowledge of the Company, threatened.
(e) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with all Laws applicable to the Company and its Subsidiaries relating to export, reexportre-export, transfer, and import controls, including the Export Administration Regulations, the International Traffic in Arms Regulations, and the customs and import Laws administered by U.S. Customs and Border Protection Protection.
(collectivelyiii) Except as would not, “Ex-Im Laws”)individually or in the aggregate, and no actionreasonably be expected to have a Material Adverse Effect, suit or proceeding by or before any court or governmental agencysince June 13, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending or2020, to the Knowledge of the Company, threatenednone of the Company or any of its Subsidiaries or any of their respective directors, officers, employees or any Person acting on behalf of the Company or any of its Subsidiaries has been the subject of any allegation, complaint, voluntary or involuntary disclosure, investigation, inquiry, prosecution or other enforcement action related to any Anti-Corruption Laws, Sanctions, or applicable Laws related to export, re-export, transfer or import controls.
Appears in 1 contract
Compliance with Laws; Permits. (a) The Company and its Subsidiaries (i) are, and have been since January 1, 2023, in compliance in all material respects with all Laws, Maritime Protocols and Orders applicable to the Company and its Subsidiaries and their respective business and properties, including the Company Vessels, and (ii) except as would not be material to the Company and its Subsidiaries, taken as a whole, are not, and have not been since January 1, 2023, under investigation by any Governmental Entity with respect to, and have not been threatened to be charged with or given notice by any Governmental Entity of, any violation of any such Law, Maritime Protocol or Order. Except as would not, individually or in the aggregate, reasonably be expected to have not constitute a Company Material Adverse Effect, each of the Company and each of its Subsidiaries are has in effect all licenses, certificates, authorizations, consents, permits, approvals and since July 3, 2021 (or such later date as the applicable Laws may have come into effect) have been, in compliance with all state or federal laws, common law, statutes, ordinances, codes, rules or regulations, orders, executive orders, judgments, injunctions, governmental guidelines or interpretations having the force of law, Permits, decrees, or other similar requirement enactedauthorizations of, adoptedfrom or by a Governmental Entity necessary for it to own, promulgatedlease or operate its properties and assets, or applied by any Governmental Authority including the Company Vessels, and to carry on its business as currently conducted (the “LawsCompany Permits”) or Judgments, in each case, that are applicable ). Except as would not be material to the Company or any of and its Subsidiaries, including the General Data Protection Regulation (EU) 2016/679taken as a whole, the Privacy and Electronic Communications Directive (2002/58/EC), and any national legislation implementing or supplementing the foregoing in the European Union, to the extent applicable. The Company and each of its Subsidiaries hold all licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities (“Permits”) necessary for the lawful conduct of their respective businesses, except where the failure to hold the same would not individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(b) None of neither the Company nor any of its Subsidiaries noris or has been, and, to the Knowledge of the Company, any none of their respective employees, directors, officersofficers or independent contractors is or has been, agentssuspended or debarred from doing business by any Governmental Entity or declared ineligible for government contracting, employees and no such suspension or affiliates debarment action has been commenced.
(b) The Company and each of its Subsidiaries that, directly or indirectly, owns or operates Company Vessels in the coastwise trade of the United States of America is a “citizen of the United States” within the meaning of 46 U.S.C. § 50501, and is fully qualified to own and operate vessels in the coastwise trade of the United States of America. Each Company Vessel owned by the Company or any one of its Subsidiaries is currently a person with whom dealings are prohibited under, or who is a subject of, any economic or other trade sanctions administered or enforced by lawfully documented in the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of Commerce or the U.S. Department of State, the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions” and any such person, a “Sanctioned Person”), nor is the Company or any name of its Subsidiaries located or organized registered owner under the Laws where such Company Vessel is registered and each such Company Vessel and owner of such Company Vessel complies, and since January 1, 2023 has complied, in a country or territory that is the subject or target of country-wide or territory-wide Sanctions (currently, Cuba, Iran, North Korea, Syria and the Crimea, Donetsk and Luhansk regions of Ukraine) (each, a “Sanctioned Country”). The Company and its Subsidiaries have not for the past two years engaged in any dealings or transactions in violation of Sanctions.
(c) None of the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any director, officer, agent, employee, affiliate or other person associated all material respects with or acting on behalf of the Company or any of its Subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee from corporate funds; or (iii) violated or is in violation all applicable Laws of the United States Foreign Corrupt Practices Act of 1977, as amendedAmerica or any jurisdiction to which such Company Vessel may be registered or may be subject. The Company and its Subsidiaries have instituted, maintained and enforced and will continue to maintain and enforce policies and procedures designed to promote compliance with all applicable anti-bribery and anti-corruption laws.
(d) The operations use of the Company Vessels is not, and its Subsidiaries are and have been conducted at all times since January 1, 2023 has not been, in material compliance with applicable anti-money laundering laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any contravention of its Subsidiaries with respect to any applicable anti-money laundering law Law or Maritime Protocols and there is pending or, no development that would reasonably be expected to the Knowledge of the Company, threatened.
(e) The operations of the Company and its Subsidiaries are and have been conducted at all times result in material compliance with all contravention of any such Laws applicable to the Company and its Subsidiaries relating to export, reexport, transfer, and import controls, including the Export Administration Regulations, the International Traffic in Arms Regulations, and the customs and import Laws administered by U.S. Customs and Border Protection (collectively, “Ex-Im Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending or, to the Knowledge of the Company, threatenedMaritime Protocols.
Appears in 1 contract
Compliance with Laws; Permits. (a) Except Since December 31, 2001, except for matters specifically addressed by Section 5.15 (last sentence only), Section 5.16 or Section 5.25(b), (i) RTMRG and its Subsidiaries have conducted their respective businesses in compliance in all material respects with applicable Law; and (ii) neither RTMRG nor any of its Subsidiaries has received any notice or other communication (whether oral or written) from any Governmental Entity or any other Person regarding any actual, alleged, possible, or potential failure to comply in any material respect with any applicable Laws.
(b) RTMRG and its Subsidiaries hold all material Permits issued or provided by Governmental Entities under all Laws, which are necessary for them to own their assets or operate their businesses as would notcurrently conducted (the "RTMRG PERMITS"). There have been no material misstatements or omissions in connection with any RTMRG Permit that, individually or in the aggregate, would be reasonably likely to result in the revocation, nonrenewal, suspension or adverse modification of such RTMRG Permit except for such revocations, non-renewals, suspensions or adverse modifications that have not been and would not reasonably be expected to have be, individually or in the aggregate, material to RTMRG and its Subsidiaries, taken as a Material Adverse Effectwhole. There is not pending, the Company and each of its Subsidiaries are and since July 3, 2021 (or such later date as the applicable Laws may have come into effect) have been, in compliance with all state or federal laws, common law, statutes, ordinances, codes, rules or regulations, orders, executive orders, judgments, injunctions, governmental guidelines or interpretations having the force of law, Permits, decrees, or other similar requirement enacted, adopted, promulgated, or applied by any Governmental Authority (“Laws”) or Judgments, in each case, that are applicable nor to the Company Knowledge of RTMRG, threatened, against RTMRG or any of its Subsidiaries, including any application, action, petition, objection or other pleading, or any proceeding, with any Governmental Entity which questions or contests the General Data Protection Regulation (EU) 2016/679validity of, the Privacy and Electronic Communications Directive (2002/58/EC), and or any national legislation implementing or supplementing the foregoing in the European Union, to the extent applicable. The Company and each of its Subsidiaries hold all licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities (“Permits”) necessary for the lawful conduct of their respective businesses, except where the failure to hold the same would not individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(b) None rights of the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any directors, officers, agents, employees or affiliates of the Company or any of its Subsidiaries is currently a person with whom dealings are prohibited holder under, or who is a subject of, nonrenewal or suspension of any economic or other trade sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of Commerce or the U.S. Department of State, the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions” and any such person, a “Sanctioned Person”), nor is the Company or any of its Subsidiaries located or organized in a country or territory that is the subject or target of country-wide or territory-wide Sanctions (currently, Cuba, Iran, North Korea, Syria and the Crimea, Donetsk and Luhansk regions of Ukraine) (each, a “Sanctioned Country”). The Company and its Subsidiaries have not for the past two years engaged in any dealings or transactions in violation of SanctionsRTMRG Permit.
(c) None of the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee from corporate funds; or (iii) violated or is in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. The Company and its Subsidiaries have instituted, maintained and enforced and will continue to maintain and enforce policies and procedures designed to promote compliance with all applicable anti-bribery and anti-corruption laws.
(d) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with applicable anti-money laundering laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending or, to the Knowledge of the Company, threatened.
(e) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with all Laws applicable to the Company and its Subsidiaries relating to export, reexport, transfer, and import controls, including the Export Administration Regulations, the International Traffic in Arms Regulations, and the customs and import Laws administered by U.S. Customs and Border Protection (collectively, “Ex-Im Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending or, to the Knowledge of the Company, threatened.
Appears in 1 contract
Compliance with Laws; Permits. (ai) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, The businesses of the Company and each of its Subsidiaries have been (since December 31, 1999), and are and since July 3being, 2021 (or such later date as the applicable Laws may have come into effect) have been, conducted in compliance in all material respects with all state applicable federal, state, local or federal non-U.S. laws, common law, statutes, ordinances, codesrules, regulations (including, without limitation, the rules or regulationsof any applicable self-regulatory organization recognized by the SEC), rulings, written interpretations, judgments, orders, executive orders, judgments, injunctions, governmental guidelines or interpretations having the force of law, Permits, decrees, arbitration awards, agency requirements, licenses or other similar requirement enactedpermits of any Governmental Entity of competent jurisdiction, adoptedincluding all regulations regulating the business and products of insurance and all applicable orders and directives of insurance regulatory authorities (including federal authorities with respect to variable insurance and annuity products) and orders resulting from market conduct examinations of insurance regulatory authorities (including federal authorities with respect to variable insurance and annuity products) (collectively, promulgated“Laws”). Except as set forth in the Company Reports filed prior to the date hereof and for regulatory examinations or reviews conducted in the ordinary course, no material investigation or applied review by any Governmental Authority (“Laws”) or Judgments, in each case, that are applicable Entity with respect to the Company or any of its Subsidiaries, including the General Data Protection Regulation (EU) 2016/679, the Privacy and Electronic Communications Directive (2002/58/EC), and any national legislation implementing or supplementing the foregoing in the European Union, to the extent applicable. The Company and each of its Subsidiaries hold all licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities (“Permits”) necessary for the lawful conduct of their respective businesses, except where the failure to hold the same would not individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(b) None of the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any directors, officers, agents, employees or affiliates of the Company or any of its Subsidiaries is currently a person with whom dealings are prohibited under, or who is a subject of, any economic or other trade sanctions administered or enforced by the Office of Foreign Assets Control as of the U.S. Department of the Treasury, the U.S. Department of Commerce or the U.S. Department of State, the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions” and any such person, a “Sanctioned Person”), nor is the Company or any of its Subsidiaries located or organized in a country or territory that is the subject or target of country-wide or territory-wide Sanctions (currently, Cuba, Iran, North Korea, Syria and the Crimea, Donetsk and Luhansk regions of Ukraine) (each, a “Sanctioned Country”). The Company and its Subsidiaries have not for the past two years engaged in any dealings or transactions in violation of Sanctions.
(c) None of the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee from corporate funds; or (iii) violated or is in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. The Company and its Subsidiaries have instituted, maintained and enforced and will continue to maintain and enforce policies and procedures designed to promote compliance with all applicable anti-bribery and anti-corruption laws.
(d) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with applicable anti-money laundering laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is date hereof pending or, to the Knowledge of the Company, threatened.
(eii) The operations No material change is required in the Company’s or any of its Subsidiaries’ processes, properties, practices or procedures in connection with any such Laws, and the Company has not received any written notice or communication of any material noncompliance with any such Laws that has not been cured as of the date hereof. Notwithstanding the generality of the foregoing, the Company and each of its Subsidiaries have in place policies and procedures with respect to themselves and their insurance agents, third-party administrators, brokers, broker/dealers, distributors and agents intended to assure that their sales processes and practices are consistent in all material respects with applicable Law governing such practices and processes, and, where there has been any material deviation therefrom, such deviation has been cured, resolved or settled through agreements with applicable Governmental Entities or are barred by all applicable statutes of limitations or other equitable principles. To the Knowledge of the Company, all employees of the Company and its Subsidiaries are and have been conducted at all times in material compliance with all Laws applicable to the Company and its Subsidiaries relating to export, reexport, transfer, and import controls, including the Export Administration Regulations, the International Traffic in Arms Regulations, and the customs and import Laws administered by U.S. Customs and Border Protection (collectively, “Ex-Im Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries management responsibility with respect to any business line, and all officers and directors thereof required to be registered with or licensed under applicable anti-money laundering law is pending orLaws, to are so licensed and in good standing with the Knowledge of the Company, threatenedapplicable Governmental Entity.
Appears in 1 contract
Compliance with Laws; Permits. (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, Each member of the Company Group is, and each of its Subsidiaries are and since July during the past three (3, 2021 (or such later date as the applicable Laws may have come into effect) have years has been, in material compliance with all state or federal laws, common law, statutes, ordinances, codes, rules or regulations, orders, executive ordersdecrees, judgments, injunctionsinjunctions and orders of Governmental Authorities (collectively, governmental guidelines or interpretations having the force of law, Permits, decrees, or other similar requirement enacted, adopted, promulgated, or applied by any Governmental Authority (“Laws”) or Judgments, in each case, that are applicable to any member of the Company or any of its SubsidiariesGroup, including the General Data Protection Regulation United States Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (EU) 2016/679the “FCPA”), the Privacy Criminal Law of China, the Law on Anti-Unfair Competition of China or the Interim Rules on Prevention of Commercial Bribery of China, as amended (collectively, with the FCPA and Electronic Communications Directive (2002/58/ECany other applicable non-U.S. anti-bribery Law, the “Anti-Corruption Laws”), the U.S. Arms Export Control Act and its implementing regulations, the International Traffic in Arms Regulations (22 CFR 120-130) (“ITAR”), the U.S. Export Administration Regulations (15 CFR 730-774) (“EAR”) and the Laws implemented by the Office of Foreign Assets Control, U.S. Department of the Treasury (31 CFR 500 et. seq), except where any national legislation implementing or supplementing instance of such noncompliance would not have a Company ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Adverse Effect. Each member of the foregoing Company Group holds, and is in the European Unioncompliance with, to the extent applicable. The Company and each of its Subsidiaries hold all material licenses, franchises, permits, certificates, approvals and authorizations from Governmental Authorities required by Law for the conduct of the Business (collectively, “Permits”) necessary for the lawful conduct of their respective businesses(other than those under Environmental Laws, which are governed exclusively by Section 3.11), except where the failure to hold the same such noncompliance would not individually or in the aggregate, reasonably be expected to have a Material Company ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Adverse Effect. The representations in this Section 3.8 shall not be deemed to apply to any member of the Company Group’s compliance with Laws that are exclusively covered by other Sections of this Article III, such as Section 3.11.
(b) None Within the past three (3) years, no member of the Company nor any of Group or its Subsidiaries nor, to the Knowledge of the Company, any directors, officers, respective agents, employees or affiliates other Persons acting on its behalf, has taken any act in furtherance of a payment, offer, promise to pay, or authorization or ratification of a payment of any gift, money or anything of value to (i) a government official, or (ii) any Person or entity while knowing or having reasonable grounds to believe that all or a portion of that payment will be passed on to a government official, specifically to obtain or retain business or to secure an improper advantage in violation of the Anti-Corruption Laws. Since January 1, 2015, no member of the Company Group has received any written allegation related to a violation or any of its Subsidiaries is currently a person with whom dealings are prohibited under, or who is a subject of, any economic or other trade sanctions administered or enforced by the Office of Foreign Assets Control potential violation of the U.S. Department of the Treasury, the U.S. Department of Commerce or the U.S. Department of State, the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions” and any such person, a “Sanctioned Person”), nor is the Company or any of its Subsidiaries located or organized in a country or territory that is the subject or target of countryAnti-wide or territory-wide Sanctions (currently, Cuba, Iran, North Korea, Syria and the Crimea, Donetsk and Luhansk regions of Ukraine) (each, a “Sanctioned Country”). The Company and its Subsidiaries have not for the past two years engaged in any dealings or transactions in violation of SanctionsCorruption Laws.
(c) None All of the products produced by each member of the Company nor any of its SubsidiariesGroup are properly classified under EAR. Except as set forth on Schedule 3.8(c), nor, to the Knowledge all of the Company, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf products of the Company or Group are classified under EAR as ECCN EAR99. No product produced by the Company Group is subject to ITAR. Neither Parent, any member of its Subsidiaries has (i) used any corporate funds for any unlawful contributionthe Company Group, giftnor their respective agents, entertainment employees or other unlawful expense relating Persons acting on their behalf, have, within the last three (3) years, knowingly sold any products to political activity; (ii) made any direct prohibited end users or indirect unlawful payment or benefit to any foreign or domestic government official or employee from corporate funds; or (iii) violated or is for use in prohibited end uses in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. The Company and its Subsidiaries have instituted, maintained and enforced and will continue to maintain and enforce policies and procedures designed to promote compliance with all applicable anti-bribery and anti-corruption laws.
(d) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with applicable anti-money laundering U.S. export control laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any including those contained in Part 744 of its Subsidiaries with respect to any applicable anti-money laundering law is pending or, to the Knowledge of the Company, threatenedEAR.
(e) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with all Laws applicable to the Company and its Subsidiaries relating to export, reexport, transfer, and import controls, including the Export Administration Regulations, the International Traffic in Arms Regulations, and the customs and import Laws administered by U.S. Customs and Border Protection (collectively, “Ex-Im Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending or, to the Knowledge of the Company, threatened.
Appears in 1 contract
Sources: Stock Purchase Agreement (Park Electrochemical Corp)
Compliance with Laws; Permits. (a) Except as Continental and its Subsidiaries are in compliance, and have complied, with all applicable Laws other than non-compliance which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and each of its Subsidiaries are and since July 3, 2021 (. No investigation or such later date as the applicable Laws may have come into effect) have been, in compliance with all state or federal laws, common law, statutes, ordinances, codes, rules or regulations, orders, executive orders, judgments, injunctions, governmental guidelines or interpretations having the force of law, Permits, decrees, or other similar requirement enacted, adopted, promulgated, or applied review by any Governmental Authority (“Laws”) or Judgments, in each case, that are applicable Entity with respect to the Company Continental or any of its Subsidiaries, including the General Data Protection Regulation (EU) 2016/679, the Privacy and Electronic Communications Directive (2002/58/EC), and any national legislation implementing or supplementing the foregoing in the European UnionSubsidiaries is pending or, to the extent applicable. The Company knowledge of Continental, is threatened, nor has any Governmental Entity indicated in writing an intention to conduct the same.
(b) Continental and each of its Subsidiaries hold are in possession of all franchises, grants, authorizations, licenses, franchisespermits, permitseasements, variances, exemptions, consents, certificates, approvals and authorizations from Governmental Authorities orders necessary to own, lease and operate their properties and to lawfully carry on their respective businesses as they are now being conducted (collectively, the “Continental Permits”) necessary for ), and there is no action, proceeding or investigation pending or, to the lawful conduct knowledge of their respective businessesContinental, threatened regarding any of the Continental Permits. None of Continental or any of its Subsidiaries is in conflict with, or in default or violation of any of the Continental Permits, except where the failure to hold the same for any such conflicts, defaults or violations which would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(b) None . The Continental Permits will not be cancelled or terminated or otherwise adversely affected as a result of the Company nor any of its Subsidiaries nor, to the Knowledge completion of the Company, any directors, officers, agents, employees or affiliates of the Company or any of its Subsidiaries is currently a person with whom dealings are prohibited under, or who is a subject of, any economic or other trade sanctions administered or enforced transactions contemplated by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of Commerce or the U.S. Department of State, the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom, or other relevant sanctions authority (collectively, “Sanctions” and any such person, a “Sanctioned Person”), nor is the Company or any of its Subsidiaries located or organized in a country or territory that is the subject or target of country-wide or territory-wide Sanctions (currently, Cuba, Iran, North Korea, Syria and the Crimea, Donetsk and Luhansk regions of Ukraine) (each, a “Sanctioned Country”). The Company and its Subsidiaries have not for the past two years engaged in any dealings or transactions in violation of Sanctionsthis Agreement.
(c) None of the Company nor Continental, any of its Subsidiaries, norSubsidiaries or, to the Knowledge knowledge of the CompanyContinental, any directordirectors, officer, agent, employee, affiliate officers or other person associated with or acting on behalf employees of the Company Continental or any of its Subsidiaries has (i) used any corporate funds for any unlawful contributioncontributions, giftgifts, entertainment or other unlawful expense expenses relating to political activity; activity or (ii) made any direct or indirect unlawful payment or benefit to any foreign government officials or domestic government official employees or employee from corporate funds; to political parties or (iii) campaigns or violated or is in violation any provision of the United States Foreign Corrupt Practices Act of 1977, as amended. The Company and its Subsidiaries have instituted, maintained and enforced and will continue to maintain and enforce policies and procedures designed to promote compliance with all applicable anti-bribery and anti-corruption laws.
(d) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with applicable anti-money laundering laws, and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending or, to the Knowledge of the Company, threatened.
(e) The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with all Laws applicable to the Company and its Subsidiaries relating to export, reexport, transfer, and import controls, including the Export Administration Regulations, the International Traffic in Arms Regulations, and the customs and import Laws administered by U.S. Customs and Border Protection (collectively, “Ex-Im Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to any applicable anti-money laundering law is pending or, to the Knowledge of the Company, threatened.
Appears in 1 contract