Governmental Permits. (a) Schedule 5.18 sets forth a complete and correct list of all Governmental Permits used in the operation of the Business or otherwise held by the Company any of its Subsidiaries, or in respect of any Company Product. The Company and its Subsidiaries own, possess or lawfully use in the operation of the Business, all Governmental Permits, including all Marketing Authorizations for each Company Product to the extent required by Law, which are necessary to conduct the Business as now or previously conducted by them or to the ownership of the Assets now or previously owned by them, free and clear of all Liens except Permitted Liens. The Company Products have been correctly classified for the purpose of all Marketing Authorizations held by the Company. Neither the Company nor any of its Subsidiaries is in Default, nor has the Company or any of its Subsidiaries received any written notice of, nor, to the Knowledge of the Company, is the Company or any of its Subsidiaries or any Seller aware of, any claim of Default, with respect to any such Governmental Permits. The Company and its Subsidiaries have been operated in compliance with all such Governmental Permits. All such Governmental Permits are valid and in full force and effect. Except as set forth on Schedule 5.18, all such Governmental Permits are renewable by their terms or in the ordinary course of business and will not be adversely affected by the completion of the Transactions. The Company and its Subsidiaries, as applicable, have filed such timely and complete renewal applications as may be required by the Company or any of its Subsidiaries, as applicable, with respect to such Governmental Permits and has paid all renewal fees in full, to the extent that they have come due. Neither the Company nor any of its Subsidiaries has received any notification of any Governmental Permit revocation, cancellation, limitation, modification, lapse, suspension, integrity review, withdrawal or other adverse action (collectively “Governmental Permit Action”), and to the Knowledge of the Company, no Governmental Permit Action is or has been threatened, undertaken, under investigation, or is pending. To the Knowledge of the Company, no present or former shareholder, director, officer, contractor, agent or employee of the Company or any of its Subsidiaries, or any other Person owns or has any proprietary, financial or other interest (direct or indirect) in any Governmental Permits which the Company or any of its Subsidiaries now or previously owned, possessed or used. (b) Each manufacturer (to the extent such manufacturer is not the Company or any of its Subsidiaries) of Company Products which are therapeutic goods under the Therapeutic Goods ▇▇▇ ▇▇▇▇ (Cth) is properly and validly licensed as a manufacturer by the TGA in respect of such Company Products and has complied with all conditions and regulatory requirements applicable to such licenses.
Appears in 1 contract
Governmental Permits. (a) Schedule 5.18 sets forth a complete and correct list of all Governmental Permits used in the operation Seller owns, holds or possesses, or upon consummation of the Business or otherwise held by the Company any of its Subsidiaries, or in respect of any Company Product. The Company and its Subsidiaries Exchange Transaction will own, possess hold or lawfully use in possess, the operation of the BusinessFCC Authorizations and all other governmental licenses, all Governmental Permitsfranchises, including all Marketing Authorizations for each Company Product to the extent required by Lawpermits, privileges, immunities, approvals and other authorizations which are necessary to entitle it to own or lease, operate and use the Purchased Assets and to carry on and conduct the Business business of the Stations as now currently conducted (herein collectively called "Governmental Permits"), except for such Governmental Permits which the failure to so own, hold or previously conducted possess would not have a material adverse effect on the operations and financial condition of the Stations taken as a whole. Schedule 2.8 sets forth a list and brief description of each such Governmental Permit held by them or Seller as of the date of this Agreement with respect to the ownership Owned Station and each such Governmental Permit disclosed to Seller by Entercom pursuant to the Exchange Agreement or otherwise with respect to the Purchased Stations, except for such incidental licenses, permits and other authorizations which would be readily obtainable by any qualified applicant without undue burden in the event of the Assets now any lapse, termination, cancellation or previously owned by them, free and clear forfeiture thereof. Schedule 2.8 includes a list of all Liens except Permitted Liens. The Company Products have been correctly classified for FCC Authorizations with respect to the purpose of all Marketing Authorizations held by the Company. Neither the Company nor any of its Subsidiaries is in Default, nor has the Company or any of its Subsidiaries received any written notice of, norOwned Stations and, to the Knowledge knowledge of the CompanySeller, is the Company or any of its Subsidiaries or any Seller aware of, any claim of Default, all FCC Authorizations with respect to the Purchased Stations. Except as set forth in Schedule 2.8, (i) Seller has fulfilled and performed its obligations under each of such Governmental Permits, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a breach or default under any such Governmental Permits. The Company and its Subsidiaries have Permit, (ii) no notice of cancellation, of default or of any dispute concerning any Governmental Permit, or of any event, condition or state of facts described in the preceding clause (i), has been operated in compliance with all such Governmental Permits. All such received by Seller, (iii) each of the Governmental Permits are valid is valid, subsisting and in full force and effecteffect and, subject to the receipt of the FCC Consent and consummation of the Exchange Transaction, may be assigned and transferred to Buyer in accordance with this Agreement and will continue in full force and effect thereafter, in each case without (A) the occurrence of any breach, default or forfeiture of rights thereunder or (B) the consent, approval, or act of, or the making of any filing with, any governmental body, regulatory commission or other party (other than the FCC as contemplated by Section 4.3); and (iv) the Stations are being operated in accordance with the FCC Authorizations. Except as set forth on in Schedule 5.182.8, all such Governmental Permits are renewable by their terms or Seller is not aware of any reason why the FCC Authorizations would not be renewed in the ordinary course for a full term without material qualifications or of business and will not be adversely affected by the completion any reason why any of the TransactionsFCC Authorizations might be revoked. The Company and its Subsidiaries, as applicable, have filed such timely and complete No renewal applications as may be required by the Company or any of its Subsidiaries, as applicable, with respect to such Governmental Permits and has paid all renewal fees in full, to the extent that they have come due. Neither the Company nor any of its Subsidiaries has received any notification of any Governmental Permit revocationFCC Authorization would constitute a major environmental action under the rules of the FCC. There are no facts which, cancellationunder the Communications Act or the existing rules of the FCC, limitation, modification, lapse, suspension, integrity review, withdrawal would disqualify Seller from assigning the FCC Authorizations or other adverse action (collectively “Governmental Permit Action”)from consummating the transactions contemplated herein within the times contemplated herein. Seller maintains appropriate public inspection files at the Owned Stations' studios, and to the Knowledge knowledge of Seller, appropriate public inspection files are maintained at the CompanyPurchased Stations' studio, no Governmental Permit Action is or has been threatened, undertaken, under investigation, or is pending. To the Knowledge of the Company, no present or former shareholder, director, officer, contractor, agent or employee of the Company or any of its Subsidiaries, or any other Person owns or has any proprietary, financial or other interest (direct or indirect) in any Governmental Permits which the Company or any of its Subsidiaries now or previously owned, possessed or usedaccordance with FCC rules.
(b) Each manufacturer (to the extent such manufacturer is not the Company or any of its Subsidiaries) of Company Products which are therapeutic goods under the Therapeutic Goods ▇▇▇ ▇▇▇▇ (Cth) is properly and validly licensed as a manufacturer by the TGA in respect of such Company Products and has complied with all conditions and regulatory requirements applicable to such licenses.
Appears in 1 contract
Governmental Permits. (a) The Company owns, holds or possesses all licenses, franchises, permits, privileges, variances, immunities, approvals and other authorizations from Governmental Bodies that are necessary to entitle it to own or lease, operate and use its properties and assets and to carry on and conduct its business substantially as conducted (collectively, the “Governmental Permits”). Schedule 5.18 5.8 sets forth a complete list and brief description of each Governmental Permit, except for such incidental licenses, permits and other authorizations which would be readily obtainable by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereof. Complete and correct list copies of all of the Governmental Permits used in the operation of the Business or otherwise held by the Company any of its Subsidiaries, or in respect of any Company Product. The Company and its Subsidiaries own, possess or lawfully use in the operation of the Business, all Governmental Permits, including all Marketing Authorizations for each Company Product have heretofore been delivered to the extent required by Law, which are necessary to conduct the Business as now or previously conducted by them or to the ownership of the Assets now or previously owned by them, free and clear of all Liens except Permitted Liens. The Company Products have been correctly classified for the purpose of all Marketing Authorizations held by the Company. Neither the Company nor any of its Subsidiaries is in Default, nor has the Company or any of its Subsidiaries received any written notice of, nor, to the Knowledge of the Company, is the Company or any of its Subsidiaries or any Seller aware of, any claim of Default, with respect to any such Governmental Permits. The Company and its Subsidiaries have been operated in compliance with all such Governmental Permits. All such Governmental Permits are valid and in full force and effect. Parent.
(b) Except as set forth on Schedule 5.185.8: (i) the Company has fulfilled and performed its obligations under each Governmental Permit, all and no event has occurred or condition or state of facts exists that constitutes or, after notice or lapse of time or both, would constitute a breach or default under any such Governmental Permits are renewable by their terms Permit or that permits or, after notice or lapse of time or both, would permit revocation or termination of any such Governmental Permit or that might adversely affect the rights of the Company under any such Governmental Permit; (ii) no notice of cancellation, of default or of any dispute concerning any Governmental Permit, or of any event, condition or state of facts described in the ordinary course of business and will not be adversely affected by the completion of the Transactions. The Company and its Subsidiariespreceding clause, as applicable, have filed such timely and complete renewal applications as may be required by the Company or any of its Subsidiaries, as applicable, with respect to such Governmental Permits and has paid all renewal fees in full, to the extent that they have come due. Neither the Company nor any of its Subsidiaries has received any notification of any Governmental Permit revocation, cancellation, limitation, modification, lapse, suspension, integrity review, withdrawal or other adverse action (collectively “Governmental Permit Action”), and to the Knowledge of the Company, no Governmental Permit Action is or has been threatened, undertaken, under investigationreceived by, or is pending. To known to, the Knowledge Company; and (iii) each of the CompanyGovernmental Permits is valid, no present or former shareholder, director, officer, contractor, agent or employee subsisting and in full force and effect and will continue in full force and effect after the consummation of the Company transactions contemplated by this Agreement, in each case without (x) the occurrence of any breach, default or any forfeiture of its Subsidiariesrights thereunder or (y) the consent, approval or act of, or the making of any other Person owns or has any proprietaryfiling with, financial or other interest (direct or indirect) in any Governmental Permits which the Company or any of its Subsidiaries now or previously owned, possessed or usedBody.
(b) Each manufacturer (to the extent such manufacturer is not the Company or any of its Subsidiaries) of Company Products which are therapeutic goods under the Therapeutic Goods ▇▇▇ ▇▇▇▇ (Cth) is properly and validly licensed as a manufacturer by the TGA in respect of such Company Products and has complied with all conditions and regulatory requirements applicable to such licenses.
Appears in 1 contract
Sources: Merger Agreement (Allscripts Healthcare Solutions Inc)
Governmental Permits. (a) Schedule 5.18 sets forth Each of Seller and Seller Subsidiary owns, holds or possesses all licenses, franchises, permits, privileges, immunities, approvals, certificates and other authorizations from a complete and correct list of all Governmental Permits used in the operation of the Business or otherwise held by the Company any of its Subsidiaries, or in respect of any Company Product. The Company and its Subsidiaries own, possess or lawfully use in the operation of the Business, all Governmental Permits, including all Marketing Authorizations for each Company Product to the extent required by Law, Body which are necessary to entitle it to own or lease, operate and use the Purchased Assets and to carry on and conduct the Business as now currently conducted (collectively, the “Governmental Permits”), except where the failure so to own, hold or previously conducted by them or possess would not reasonably be expected to the ownership have a Material Adverse Effect. Schedule 5.9 sets forth a list and brief description of each Governmental Permit. Complete and correct copies of all of the Assets now or previously owned Governmental Permits have heretofore been made available to Buyer by themSeller.
(b) Except as set forth in Schedule 5.9, free (i) each of Seller and clear Seller Subsidiary has fulfilled and performed, in all material respects, its obligations under each of all Liens except Permitted Liens. The Company Products have been correctly classified for the purpose of all Marketing Authorizations held by the Company. Neither the Company nor any of its Subsidiaries is in DefaultGovernmental Permits, nor has the Company or any of its Subsidiaries received any written notice of, norand, to the Knowledge knowledge of Seller, Seller Subsidiary and the CompanySelling Parties, is the Company no event has occurred or any condition or state of its Subsidiaries facts exists which constitutes or, after notice or any Seller aware oflapse of time or both, any claim of Default, with respect to would constitute a breach or default under any such Governmental Permits. The Company and its Subsidiaries have been operated in compliance with all Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Governmental Permits. All Permit, or which would reasonably be expected to materially adversely affect the rights of Seller or Seller Subsidiary under any such Governmental Permit; (ii) no notice of cancellation, of default or of any dispute concerning any Governmental Permit, or of any event, condition or state of facts described in the preceding clause, has been received in writing by, or is known to, Seller, Seller Subsidiary or the Selling Parties; and (iii) each of the Governmental Permits are valid is valid, subsisting and in full force and effect. Except as set forth on Schedule 5.18, all such Governmental Permits are renewable by their terms or in the ordinary course of business effect and will not be adversely affected by the completion of the Transactions. The Company and its Subsidiaries, as applicable, have filed such timely and complete renewal applications as may be required by the Company or any of its Subsidiaries, as applicable, assigned and transferred to Buyer in accordance with respect to such Governmental Permits and has paid all renewal fees in full, to the extent that they have come due. Neither the Company nor any of its Subsidiaries has received any notification of any Governmental Permit revocation, cancellation, limitation, modification, lapse, suspension, integrity review, withdrawal or other adverse action (collectively “Governmental Permit Action”), and to the Knowledge of the Company, no Governmental Permit Action is or has been threatened, undertaken, under investigation, or is pending. To the Knowledge of the Company, no present or former shareholder, director, officer, contractor, agent or employee of the Company or any of its Subsidiaries, or any other Person owns or has any proprietary, financial or other interest (direct or indirect) in any Governmental Permits which the Company or any of its Subsidiaries now or previously owned, possessed or usedthis Agreement.
(b) Each manufacturer (to the extent such manufacturer is not the Company or any of its Subsidiaries) of Company Products which are therapeutic goods under the Therapeutic Goods ▇▇▇ ▇▇▇▇ (Cth) is properly and validly licensed as a manufacturer by the TGA in respect of such Company Products and has complied with all conditions and regulatory requirements applicable to such licenses.
Appears in 1 contract
Governmental Permits. (a) Schedule 5.18 sets forth a complete Seller and correct list of all Governmental Permits used in the operation of the Business or otherwise held by the Company any of its Subsidiaries, or in respect of any Company Product. The Company and its Subsidiaries Hastings Canada own, hold or possess or lawfully use in the operation of the Businessall licenses, all franchises, permits, privileges, immunities, approvals and other authorizations from a Governmental Permits, including all Marketing Authorizations for each Company Product to the extent required by Law, Body which are necessary to entitle it to own or lease, operate and use the Purchased Assets and to carry on and conduct the Business substantially as now currently conducted (herein collectively called "GOVERNMENTAL PERMITS"), except for such Governmental Permits as to which the failure to so own, hold or previously conducted possess would not have a material adverse effect on the Purchased Assets, the Business or the operations, liabilities, profits, prospects or condition (financial or otherwise) thereof. SCHEDULE 5.9 sets forth a list and brief description of each Governmental Permit, except for such incidental licenses, permits and other authorizations which would be readily obtainable by them any qualified applicant without undue burden in the event of any lapse, termination, cancellation or to the ownership forfeiture thereof. Complete and correct copies of all of the Assets now Governmental Permits have heretofore been delivered to Buyer by Seller.
(b) Except as set forth in SCHEDULE 5.9, (i) Each of Seller and Hastings Canada have fulfilled and performed its obligations under its Governmental Permits, and no event has occurred or previously owned by themcondition or state of facts exists which constitutes or, free and clear after notice or lapse of all Liens except Permitted Liens. The Company Products have been correctly classified for the purpose of all Marketing Authorizations held by the Company. Neither the Company nor any of its Subsidiaries is in Defaulttime or both, nor has the Company would constitute a breach or any of its Subsidiaries received any written notice of, nor, to the Knowledge of the Company, is the Company or any of its Subsidiaries or any Seller aware of, any claim of Default, with respect to default under any such Governmental Permits. The Company and its Subsidiaries have been operated in compliance with all Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Governmental Permits. All Permit, or which might adversely affect the rights of Seller or Hastings Canada under any such Governmental Permit; (ii) no notice of cancellation, of default or of any dispute concerning any Governmental Permit, or of any event, condition or state of facts described in the preceding clause, has been received by, or is known to, Seller or Hastings Canada; and (iii) each of the Governmental Permits are valid is valid, subsisting and in full force and effect. Except as set forth on Schedule 5.18, all such Governmental Permits are renewable by their terms or effect and may be assigned and transferred to Buyer in the ordinary course of business accordance with this Agreement and will not be adversely affected by continue in full force and effect thereafter, in each case without (x) the completion of the Transactions. The Company and its Subsidiaries, as applicable, have filed such timely and complete renewal applications as may be required by the Company or any of its Subsidiaries, as applicable, with respect to such Governmental Permits and has paid all renewal fees in full, to the extent that they have come due. Neither the Company nor any of its Subsidiaries has received any notification occurrence of any Governmental Permit revocationbreach, cancellation, limitation, modification, lapse, suspension, integrity review, withdrawal default or other adverse action (collectively “Governmental Permit Action”), and to the Knowledge forfeiture of the Company, no Governmental Permit Action is or has been threatened, undertaken, under investigationrights thereunder, or is pending. To (y) the Knowledge of the Companyconsent, no present or former shareholder, director, officer, contractor, agent or employee of the Company or any of its Subsidiariesapproval, or act of, or the making of any other Person owns or has any proprietaryfiling with, financial or other interest (direct or indirect) in any Governmental Permits which the Company or any of its Subsidiaries now or previously owned, possessed or usedBody.
(b) Each manufacturer (to the extent such manufacturer is not the Company or any of its Subsidiaries) of Company Products which are therapeutic goods under the Therapeutic Goods ▇▇▇ ▇▇▇▇ (Cth) is properly and validly licensed as a manufacturer by the TGA in respect of such Company Products and has complied with all conditions and regulatory requirements applicable to such licenses.
Appears in 1 contract
Sources: Asset Purchase Agreement (Hastings Manufacturing Co)
Governmental Permits. (a) Schedule 5.18 sets forth a complete and correct list of all Governmental Permits used in the operation of the Business or otherwise held by the Company any of its Subsidiaries, or in respect of any Company Product. The Company owns, holds or possesses all licenses, franchises, permits, privileges, immunities, approvals and its Subsidiaries own, possess or lawfully use in the operation of the Business, all other authorizations from a Governmental Permits, including all Marketing Authorizations for each Company Product to the extent required by Law, Body which are necessary to entitle it to own or lease, operate and use its assets and to carry on and conduct its business substantially as currently conducted, including, without limitation, all licenses necessary to operate as an insurance agent in The People’s Republic of China (herein collectively called “Governmental Permits”). Schedule 4.9 sets forth a list and brief description of each Governmental Permit, except for such incidental licenses, permits and other authorizations which would be readily obtainable by any qualified applicant without undue burden in the Business as now event of any lapse, termination, cancellation or previously conducted by them or to the ownership forfeiture thereof. Complete and correct copies of all of the Assets now or previously owned Governmental Permits have heretofore been delivered to Buyer by them, free and clear of all Liens except Permitted Liens. Sellers.
(i) The Company Products have been correctly classified for the purpose of all Marketing Authorizations held by the Company. Neither the Company nor any of has fulfilled and performed its Subsidiaries is in Default, nor has the Company or any of its Subsidiaries received any written notice of, nor, to the Knowledge obligations under each of the CompanyGovernmental Permits, is the Company and no event has occurred or any condition or state of its Subsidiaries facts exists which constitutes or, after notice or any Seller aware oflapse of time or both, any claim of Default, with respect to would constitute a breach or default under any such Governmental Permits. The Company and its Subsidiaries have been operated in compliance with all Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Governmental Permits. All Permit, or which might adversely affect the rights of the Company under any such Governmental Permit; (ii) no notice of cancellation, of default or of any dispute concerning any Governmental Permit, or of any event, condition or state of facts described in the preceding clause, has been received by, or is known to, Sellers or the Company; and (iii) each of the Governmental Permits are valid is valid, subsisting and in full force and effect. Except as set forth on Schedule 5.18, all such Governmental Permits are renewable by their terms or in the ordinary course of business effect and will not continue to be adversely affected by in full force and effect immediately after the completion of Closing, in each case without (x) the Transactions. The Company and its Subsidiaries, as applicable, have filed such timely and complete renewal applications as may be required by the Company or any of its Subsidiaries, as applicable, with respect to such Governmental Permits and has paid all renewal fees in full, to the extent that they have come due. Neither the Company nor any of its Subsidiaries has received any notification occurrence of any Governmental Permit revocationbreach, cancellation, limitation, modification, lapse, suspension, integrity review, withdrawal default or other adverse action (collectively “Governmental Permit Action”), and to the Knowledge forfeiture of the Company, no Governmental Permit Action is or has been threatened, undertaken, under investigationrights thereunder, or is pending. To (y) the Knowledge of the Companyconsent, no present or former shareholder, director, officer, contractor, agent or employee of the Company or any of its Subsidiariesapproval, or act of, or the making of any other Person owns or has any proprietaryfiling with, financial or other interest (direct or indirect) in any Governmental Permits which the Company or any of its Subsidiaries now or previously owned, possessed or usedBody.
(b) Each manufacturer (to the extent such manufacturer is not the Company or any of its Subsidiaries) of Company Products which are therapeutic goods under the Therapeutic Goods ▇▇▇ ▇▇▇▇ (Cth) is properly and validly licensed as a manufacturer by the TGA in respect of such Company Products and has complied with all conditions and regulatory requirements applicable to such licenses.
Appears in 1 contract
Governmental Permits. (a) Schedule 5.18 sets forth a complete and correct list of all Governmental Permits used in the operation of the Business or otherwise held by the Company any of its Subsidiaries, or in respect of any Company Product. The Company owns, holds or possesses all licenses, franchises, permits privileges, immunities, approvals and its Subsidiaries own, possess or lawfully use in the operation of the Business, all Governmental Permits, including all Marketing Authorizations for each Company Product to the extent required by Law, other authorizations from a governmental body which are necessary to entitle it to own or lease, operate and use the Company's assets and assets by the Company and to carry on and conduct its business as conducted (herein collectively called "Governmental Permits") except for such Governmental Permits as to which the Business as now failure to own, hold or previously conducted possess would not have a material adverse effect on the Company's assets, the assets leased by them the Company or to the ownership of the Assets now or previously owned by them, free and clear of all Liens except Permitted LiensCompany's business. The Company Products has performed its obligations under each Governmental Permit, and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a breach or default under any such Governmental Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Governmental Permit, or which might adversely affect in any respect the rights of the Company under any such Governmental Permit if such event would have a Material Adverse Effect. No notice of cancellation, of default or of any dispute concerning any Governmental Permit, or of any event, condition or state of facts described in the preceding sentence, has been correctly classified for the purpose of all Marketing Authorizations held by received by, or is known to, the Company. Neither the Company nor any of its Subsidiaries Each Governmental Permit is in Defaultvalid, nor has the Company or any of its Subsidiaries received any written notice of, nor, to the Knowledge of the Company, is the Company or any of its Subsidiaries or any Seller aware of, any claim of Default, with respect to any such Governmental Permits. The Company and its Subsidiaries have been operated in compliance with all such Governmental Permits. All such Governmental Permits are valid subsisting and in full force and effect. Except as set forth on Schedule 5.18, all such Governmental Permits are renewable by their terms or in the ordinary course of business effect and will not be adversely affected by the completion rendered invalid or lose its force and effect as a result of the Transactions. The Company and its Subsidiariesconsummation of the transactions contemplated hereby, as applicable, have filed such timely and complete renewal applications as may be required by in each case without (x) the Company or any of its Subsidiaries, as applicable, with respect to such Governmental Permits and has paid all renewal fees in full, to the extent that they have come due. Neither the Company nor any of its Subsidiaries has received any notification occurrence of any Governmental Permit revocationbreach, cancellation, limitation, modification, lapse, suspension, integrity review, withdrawal default or other adverse action (collectively “Governmental Permit Action”), and to the Knowledge forfeiture of the Company, no Governmental Permit Action is or has been threatened, undertaken, under investigationnights thereunder, or is pending(y) the consent, approval, or act of, or the making of any filing with, any governmental body. To Board of Directors. Prior to December 31, 2002, the Knowledge Board of the Company, no present or former shareholder, director, officer, contractor, agent or employee Directors of the Company shall have nominated and elected two (2) individuals with industry experience or any of its Subsidiaries, or any other Person owns or has any proprietary, financial or other interest (direct or indirect) in any Governmental Permits which the Company or any of its Subsidiaries now or previously owned, possessed or used.
(b) Each manufacturer (to the extent such manufacturer is backgrounds who are not the Company or any of its Subsidiaries) of Company Products which are therapeutic goods under the Therapeutic Goods affiliated with ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (Cth) is properly and validly licensed who are not currently serving as a manufacturer by directors of the TGA in respect of such Company Products and has complied with all conditions and regulatory requirements applicable to such licensesCompany.
Appears in 1 contract
Governmental Permits. (a) Schedule 5.18 sets forth a complete and correct list of all Governmental Permits used in the operation of the Business or otherwise held by the Company any of its Subsidiaries, or in respect of any Company Product. The Company and its Subsidiaries ownthe Subsidiary each owns, possess holds or lawfully use in the operation of the Businesspossesses all licenses, all franchises, permits, privileges, immunities, approvals and other authorizations from a Governmental Permits, including all Marketing Authorizations for each Company Product to the extent required by Law, Body which are necessary to entitle it to own or lease, operate and use its assets and to carry on and conduct the Business substantially as now currently conducted (collectively, the “Governmental Permits”). Schedule 5.9 sets forth a list and brief description of each Governmental Permit, except for such incidental licenses, permits and other authorizations which would be readily obtainable by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or previously conducted by them or to the ownership forfeiture thereof. Complete and correct copies of all of the Assets now or previously owned Governmental Permits set forth in Schedule 5.9 have heretofore been made available to Buyer by themSeller.
(b) Except as set forth in Schedule 5.9, free and clear (i) each of all Liens except Permitted Liens. The Company Products have been correctly classified for the purpose of all Marketing Authorizations held by the Company. Neither the Company nor and the Subsidiary has fulfilled and performed its obligations under each of the Governmental Permits in all material respects; (ii) no notice of cancellation, of default or of any dispute concerning any Governmental Permit, or of its Subsidiaries is in Defaultany event, nor has condition or state of facts which constitutes or, after notice or lapse of time or both, would constitute, a breach or default under any such Governmental Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Governmental Permit, or which might adversely affect the rights of the Company or the Subsidiary under any of its Subsidiaries such Governmental Permit, has been received any written notice ofby, nor, or to the Knowledge of Seller is pending; and (iii) each of the Company, is the Company or any of its Subsidiaries or any Seller aware of, any claim of Default, with respect to any such Governmental Permits. The Company and its Subsidiaries have been operated in compliance with all such Governmental Permits. All such Governmental Permits are valid is valid, subsisting and in full force and effect. Except as set forth on Schedule 5.18, all such Governmental Permits are renewable effect and the consummation of the transactions contemplated by their terms or this Agreement and the Merger Agreement will not result in the ordinary course of business and will not be adversely affected by the completion of the Transactions. The Company and its Subsidiaries, as applicable, have filed such timely and complete renewal applications as may be required by the Company or any of its Subsidiaries, as applicable, with respect to such Governmental Permits and has paid all renewal fees in full, to the extent that they have come due. Neither the Company nor any of its Subsidiaries has received any notification occurrence of any Governmental Permit revocationbreach, cancellation, limitation, modification, lapse, suspension, integrity review, withdrawal default or other adverse action (collectively “Governmental Permit Action”), and to the Knowledge forfeiture of the Company, no Governmental Permit Action is or has been threatened, undertaken, under investigationrights thereunder, or is pending. To require the Knowledge of the Companyconsent, no present or former shareholder, director, officer, contractor, agent or employee of the Company or any of its Subsidiariesapproval, or act of, or the making of any other Person owns or has any proprietaryfiling with, financial or other interest (direct or indirect) in any Governmental Permits which the Company or any of its Subsidiaries now or previously owned, possessed or usedBody.
(b) Each manufacturer (to the extent such manufacturer is not the Company or any of its Subsidiaries) of Company Products which are therapeutic goods under the Therapeutic Goods ▇▇▇ ▇▇▇▇ (Cth) is properly and validly licensed as a manufacturer by the TGA in respect of such Company Products and has complied with all conditions and regulatory requirements applicable to such licenses.
Appears in 1 contract
Sources: Stock Purchase Agreement (Citizens Republic Bancorp, Inc.)
Governmental Permits. (a) Schedule 5.18 sets Except as set forth in SCHEDULE 5.9, Comdata or the Gaming Subsidiary owns, holds or possesses all licenses, franchises, permits, privileges, immunities, approvals and other authorizations from a complete and correct list of all Governmental Permits used in the operation of the Business or otherwise held by the Company any of its Subsidiaries, or in respect of any Company Product. The Company and its Subsidiaries own, possess or lawfully use in the operation of the Business, all Governmental Permits, including all Marketing Authorizations for each Company Product to the extent required by Law, Body which are necessary to entitle it to own or lease, operate and use the Purchased Gaming Assets and to carry on and conduct the Gaming Business substantially as now currently conducted (herein collectively called "GAMING BUSINESS GOVERNMENTAL PERMITS"), except for such Governmental Permits as to which the failure to so own, hold or previously conducted by them possess would not have a material adverse effect on the Purchased Gaming Assets, the Gaming Business or to the ownership operations, liabilities, profits, prospects or condition (financial or otherwise) of the Assets now or previously owned by them, free Gaming Business. SCHEDULE 5.9 sets forth a list and clear brief description of each Gaming Business Governmental Permit. Complete and correct copies of all Liens except Permitted Liensof the Gaming Business Governmental Permits have heretofore been delivered by Comdata to IPS. The Company Products have been correctly classified for Except as set forth in SCHEDULE 5.9, (i) Comdata or the purpose Gaming Subsidiary has fulfilled and performed its obligations under each of all Marketing Authorizations held by the Company. Neither the Company nor any of its Subsidiaries is in DefaultGaming Business Governmental Permits, nor has the Company or any of its Subsidiaries received any written notice of, norand, to the Knowledge knowledge of Comdata or the Gaming Subsidiary, no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a breach or default under any such Gaming Business Governmental Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Gaming Business Governmental Permit, or which might adversely affect the rights of Comdata or the Gaming Subsidiary under any such Gaming Business Governmental Permit; (ii) no notice of cancellation, of default or of any dispute concerning any Gaming Business Governmental Permit, or of any event, condition or state of facts described in the preceding clause, has been received by, or is known to, Comdata or the Gaming Subsidiary; and (iii) each of the Company, is the Company or any of its Subsidiaries or any Seller aware of, any claim of Default, with respect to any such Governmental Permits. The Company and its Subsidiaries have been operated in compliance with all such Governmental Permits. All such Gaming Business Governmental Permits are valid is valid, subsisting and in full force and effect. Except as set forth on Schedule 5.18, all such Governmental Permits are renewable by their terms or in the ordinary course of business and will not be adversely affected by the completion of the Transactions. The Company and its Subsidiaries, as applicable, have filed such timely and complete renewal applications as may be required by the Company or any of its Subsidiaries, as applicable, with respect to such Governmental Permits and has paid all renewal fees in full, to the extent that they have come due. Neither the Company nor any of its Subsidiaries has received any notification of any Governmental Permit revocation, cancellation, limitation, modification, lapse, suspension, integrity review, withdrawal or other adverse action (collectively “Governmental Permit Action”), and to the Knowledge of the Company, no Governmental Permit Action is or has been threatened, undertaken, under investigation, or is pending. To the Knowledge of the Company, no present or former shareholder, director, officer, contractor, agent or employee of the Company or any of its Subsidiaries, or any other Person owns or has any proprietary, financial or other interest (direct or indirect) in any Governmental Permits which the Company or any of its Subsidiaries now or previously owned, possessed or used.
(b) Each manufacturer (to the extent such manufacturer is not the Company or any of its Subsidiaries) of Company Products which are therapeutic goods under the Therapeutic Goods ▇▇▇ ▇▇▇▇ (Cth) is properly and validly licensed as a manufacturer by the TGA in respect of such Company Products and has complied with all conditions and regulatory requirements applicable to such licenses.
Appears in 1 contract
Sources: Exchange Agreement (Ceridian Corp)
Governmental Permits. (a) Each Seller owns, holds or possesses all licenses, franchises, permits, privileges, immunities, approvals and other authorizations from a Governmental Body that are necessary to entitle it to own the Purchased Assets owned by it and to carry on and conduct the Business substantially as currently conducted by it except for any of the foregoing as to which the failure to so own, hold or possess would not have a material adverse effect on the Purchased Assets or the Business (herein collectively called “Governmental Permits”). Schedule 5.18 5.6 sets forth a complete and correct list of each Governmental Permit, except for such incidental licenses, permits and other authorizations which would be readily obtainable by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereof.
(b) Except as set forth in Schedule 5.6 (i) each Seller has fulfilled and performed in all material respects their obligations under each of the Governmental Permits used in the operation to which it is subject, and no event has occurred or condition or state of the Business facts exists which constitutes a breach or otherwise held by the Company any of its Subsidiaries, or in respect of any Company Product. The Company and its Subsidiaries own, possess or lawfully use in the operation of the Business, all Governmental Permits, including all Marketing Authorizations for each Company Product to the extent required by Law, which are necessary to conduct the Business as now or previously conducted by them or to the ownership of the Assets now or previously owned by them, free and clear of all Liens except Permitted Liens. The Company Products have been correctly classified for the purpose of all Marketing Authorizations held by the Company. Neither the Company nor any of its Subsidiaries is in Default, nor has the Company or any of its Subsidiaries received any written notice of, nor, to the Knowledge of the Company, is the Company or any of its Subsidiaries or any Seller aware of, any claim of Default, with respect to default under any such Governmental Permits. The Company and its Subsidiaries have been operated in compliance with all Permit or which permits revocation or termination of any such Governmental Permits. All Permit or which would cause the suspension, termination, revocation, cancellation, limitation or impairment of any such Governmental Permit; (ii) no notice of cancellation, of default or of any material dispute concerning any Governmental Permit has been received by a Seller that has not been revoked or otherwise resolved or cured; (iii) each of the Governmental Permits are valid is valid, subsisting and in full force and effect. Except as set forth on Schedule 5.18, all such Governmental Permits ; and (iv) there are renewable no material fines or penalties owed by their terms or a Seller in the ordinary course of business and will not be adversely affected by the completion of the Transactions. The Company and its Subsidiaries, as applicable, have filed such timely and complete renewal applications as may be required by the Company or any of its Subsidiaries, as applicable, with respect to such Governmental Permits and has paid all renewal fees in full, to the extent that they have come due. Neither the Company nor any of its Subsidiaries has received any notification of any Governmental Permit revocation, cancellation, limitation, modification, lapse, suspension, integrity review, withdrawal or other adverse action (collectively “Governmental Permit Action”), and to the Knowledge of the Company, no Governmental Permit Action is or has been threatened, undertaken, under investigation, or is pending. To the Knowledge of the Company, no present or former shareholder, director, officer, contractor, agent or employee of the Company or any of its Subsidiaries, or any other Person owns or has any proprietary, financial or other interest (direct or indirect) in any Governmental Permits which the Company or any of its Subsidiaries now or previously owned, possessed or usedviolation thereof.
(b) Each manufacturer (to the extent such manufacturer is not the Company or any of its Subsidiaries) of Company Products which are therapeutic goods under the Therapeutic Goods ▇▇▇ ▇▇▇▇ (Cth) is properly and validly licensed as a manufacturer by the TGA in respect of such Company Products and has complied with all conditions and regulatory requirements applicable to such licenses.
Appears in 1 contract
Governmental Permits. (a) Schedule 5.18 sets forth a complete and correct list of all Governmental Permits used in the operation of the Business or otherwise held by the Company any of its Subsidiaries, or in respect of any Company Product. The Company and its Subsidiaries Sellers own, hold or possess or lawfully use in the operation of the Businessall licenses, all franchises, permits, privileges, immunities, approvals and other authorizations from a Governmental Permits, including all Marketing Authorizations for each Company Product to the extent required by Law, Body which are necessary to entitle them to own or lease, operate and use the Purchased Assets and to carry on and conduct the Business substantially as now currently conducted, including the licenses and permits to sell liquor (collectively, the "Governmental Permits"), except for such Governmental Permits as to which the failure to so own, hold or previously conducted possess would not have a material adverse effect on the Purchased Assets, the Business or the operations, liabilities, profits, prospects or condition (financial or otherwise) of either Division. SCHEDULE 5.9 sets forth a list and brief description of each Governmental Permit, except for such incidental licenses, permits and other authorizations which would be readily obtainable by them any qualified applicant without undue burden in the event of any lapse, termination, cancellation or to the ownership forfeiture thereof. Complete and correct copies of all of the Assets now or previously owned Governmental Permits have heretofore been delivered to Buyer by themSellers.
(b) Except as set forth in SCHEDULE 5.9, free (i) each Seller has fulfilled and clear of all Liens except Permitted Liens. The Company Products have been correctly classified for the purpose of all Marketing Authorizations held by the Company. Neither the Company nor any of performed its Subsidiaries is in Default, nor has the Company or any of its Subsidiaries received any written notice of, nor, to the Knowledge obligations under each of the CompanyGovernmental Permits, is the Company and no event has occurred or any condition or state of its Subsidiaries facts exists which constitutes or, after notice or any Seller aware oflapse of time or both, any claim of Default, with respect to would constitute a breach or default under any such Governmental Permits. The Company and its Subsidiaries have been operated in compliance with all Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Governmental Permits. All Permit, or which might adversely affect the rights of any Seller under any such Governmental Permit; (ii) no notice of cancellation, of default or of any dispute concerning any Governmental Permit, or of any event, condition or state of facts described in the preceding clause, has been received by, or is known to, any Seller; and (iii) each of the Governmental Permits are valid is valid, subsisting and in full force and effect. Except as set forth on Schedule 5.18, all such Governmental Permits are renewable by their terms or effect and may be assigned and transferred to Buyer in the ordinary course of business accordance with this Agreement and will not be adversely affected by continue in full force and effect thereafter, in each case without (x) the completion of the Transactions. The Company and its Subsidiaries, as applicable, have filed such timely and complete renewal applications as may be required by the Company or any of its Subsidiaries, as applicable, with respect to such Governmental Permits and has paid all renewal fees in full, to the extent that they have come due. Neither the Company nor any of its Subsidiaries has received any notification occurrence of any Governmental Permit revocationbreach, cancellation, limitation, modification, lapse, suspension, integrity review, withdrawal default or other adverse action (collectively “Governmental Permit Action”), and to the Knowledge forfeiture of the Company, no Governmental Permit Action is or has been threatened, undertaken, under investigationrights thereunder, or is pending. To (y) the Knowledge of the Companyconsent, no present or former shareholder, director, officer, contractor, agent or employee of the Company or any of its Subsidiariesapproval, or act of, or the making of any other Person owns or has any proprietaryfiling with, financial or other interest (direct or indirect) in any Governmental Permits which the Company or any of its Subsidiaries now or previously owned, possessed or usedBody.
(b) Each manufacturer (to the extent such manufacturer is not the Company or any of its Subsidiaries) of Company Products which are therapeutic goods under the Therapeutic Goods ▇▇▇ ▇▇▇▇ (Cth) is properly and validly licensed as a manufacturer by the TGA in respect of such Company Products and has complied with all conditions and regulatory requirements applicable to such licenses.
Appears in 1 contract
Governmental Permits. Each of Seller and the Acquired Entity has all material permits, franchises, approvals, consents, licenses, concessions, certificates or other authorizations (a“Governmental Permits”) Schedule 5.18 sets forth a complete of Governmental Authorities required to own, lease or operate the Acquired Assets and correct list to conduct and operate its Business as currently conducted and operated. Each of all Governmental Permits used in Seller and the operation Acquired Entity has, and as of the Business or otherwise held by the Company any of Closing Date will have, fulfilled and performed in all material respects all its Subsidiaries, or in respect of any Company Product. The Company and its Subsidiaries own, possess or lawfully use in the operation of the Business, all Governmental Permits, including all Marketing Authorizations for each Company Product to the extent required by Law, which are necessary to conduct the Business as now or previously conducted by them or to the ownership of the Assets now or previously owned by them, free and clear of all Liens except Permitted Liens. The Company Products have been correctly classified for the purpose of all Marketing Authorizations held by the Company. Neither the Company nor any of its Subsidiaries is in Default, nor has the Company or any of its Subsidiaries received any written notice of, nor, to the Knowledge of the Company, is the Company or any of its Subsidiaries or any Seller aware of, any claim of Default, with respect to any such Governmental Permits. The Company and its Subsidiaries have been operated in compliance with all such Governmental Permits. All such Governmental Permits are valid and in full force and effect. Except as set forth on Schedule 5.18, all such Governmental Permits are renewable by their terms or in the ordinary course of business and will not be adversely affected by the completion of the Transactions. The Company and its Subsidiaries, as applicable, have filed such timely and complete renewal applications as may be required by the Company or any of its Subsidiaries, as applicable, obligations with respect to such Governmental Permits relating to the Business which are or will be due to have been fulfilled and has paid all renewal fees performed by such date. Each such Governmental Permit is in fullfull force and effect and, to the extent knowledge of Seller, no event has occurred that they have come duewould prevent any such Governmental Permit from being renewed or reissued or which permits, or with or without the giving of notice or the passage of time or both would permit, the revocation or termination thereof, or results or would result in any material impairment of the rights of the holder of any such material Governmental Permit. Neither Schedule 4.1(l) lists each material Governmental Permit reasonably necessary to operate the Company nor Business as currently conducted, and (i) each such Governmental Permit is in full force and effect and, to the knowledge of Seller, no event has occurred that would prevent any such Governmental Permit from being renewed or reissued or which permits, or with or without the giving of its Subsidiaries has received notice or the passage of time or both would permit, the revocation or termination thereof, or results or would result in any notification material impairment of the rights of the holder and (ii) except as set forth on Schedule 4.1(l) and except for Governmental Permits that will be available to or obtainable by Buyer at little or no cost in the ordinary course without any interruption of the operation of the Business following the Effective Time, assuming timely application therefor, and reasonable diligence in pursuit thereof, by Buyer, such material Governmental Permits are transferable without the consent of any Governmental Permit revocation, cancellation, limitation, modification, lapse, suspension, integrity review, withdrawal or other adverse action (collectively “Governmental Permit Action”), and to the Knowledge of the Company, no Governmental Permit Action is or has been threatened, undertaken, under investigation, or is pending. To the Knowledge of the Company, no present or former shareholder, director, officer, contractor, agent or employee of the Company or any of its Subsidiaries, or any other Person owns or has any proprietary, financial or other interest (direct or indirect) in any Governmental Permits which the Company or any of its Subsidiaries now or previously owned, possessed or usedAuthority.
(b) Each manufacturer (to the extent such manufacturer is not the Company or any of its Subsidiaries) of Company Products which are therapeutic goods under the Therapeutic Goods ▇▇▇ ▇▇▇▇ (Cth) is properly and validly licensed as a manufacturer by the TGA in respect of such Company Products and has complied with all conditions and regulatory requirements applicable to such licenses.
Appears in 1 contract
Governmental Permits. (a) Schedule 5.18 sets forth a complete and correct list of all Governmental Permits used in the operation of the Business or otherwise held by the Company any of its Subsidiaries, or in respect of any Company Product. The Company owns, holds or possesses all licenses, franchises, permits, privileges, immunities, approvals and its Subsidiaries own, possess or lawfully use in the operation of the Business, all other authorizations from a Governmental Permits, including all Marketing Authorizations for each Company Product to the extent required by Law, Body which are necessary to entitle it to own or lease, operate and use its assets and to carry on and conduct the Business its business substantially as now or previously currently conducted by them or to the ownership (herein collectively called “Governmental Permits”). Schedule 4.9 sets forth a list and brief description of each Governmental Permit. Complete and correct copies of all of the Assets now or previously owned Governmental Permits have heretofore been delivered to Buyer by themSellers.
(b) Except as set forth in Schedule 4.9, free and clear of all Liens except Permitted Liens. The Company Products have been correctly classified for the purpose of all Marketing Authorizations held by the Company. Neither (i) the Company nor any of has fulfilled and performed its Subsidiaries is in Default, nor has the Company or any of its Subsidiaries received any written notice of, nor, to the Knowledge obligations under each of the CompanyGovernmental Permits in all material respects, is the Company and no event has occurred or any condition or state of its Subsidiaries facts exists which constitutes or, after notice or any Seller aware oflapse of time or both, any claim of Default, with respect to would constitute a breach or default under any such Governmental Permits. The Company and its Subsidiaries have been operated in compliance with all Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Governmental Permits. All Permit, or which might adversely affect the rights of the Group under any such Governmental Permit; (ii) no notice of cancellation, of default or of any dispute concerning any Governmental Permit, or of any event, condition or state of facts described in the preceding clause, has been received by, or is known to, any Seller or any member of the Group; and (iii) each of the Governmental Permits are valid is valid, subsisting and in full force and effect. Except as set forth on Schedule 5.18, all such Governmental Permits are renewable by their terms or in the ordinary course of business effect and will not continue to be adversely affected by in full force and effect immediately after the completion Closing, in each case without (x) the occurrence of any breach, default or forfeiture of rights thereunder, or (y) the Transactions. consent, approval, or act of, or the making of any filing with, any Governmental Body.
(c) The Company and its Subsidiaries, as applicable, have filed such timely each Subsidiary comply in all material respects with all legal and complete renewal applications as may be required by regulatory provisions (especially from the Company or any of its Subsidiaries, as applicable, with respect to such Governmental Permits and has paid all renewal fees in full, CNIL (“Commission Nationale Informatique et Liberté”) relating to the extent that they have come due. Neither the Company nor any use of its Subsidiaries has received any notification of any Governmental Permit revocation, cancellation, limitation, modification, lapse, suspension, integrity review, withdrawal or other adverse action (collectively “Governmental Permit Action”), all personal file and to the Knowledge of the Company, no Governmental Permit Action is or has been threatened, undertaken, under investigation, or is pending. To the Knowledge of the Company, no present or former shareholder, director, officer, contractor, agent or employee of the Company or any of its Subsidiaries, or any other Person owns or has any proprietary, financial or other interest (direct or indirect) in any Governmental Permits which the Company or any of its Subsidiaries now or previously owned, possessed or usedpersonal data.
(bd) Each manufacturer The Company and each Subsidiary comply in all material respects with all legal and regulatory provisions (notably “LCEN”, law for maintaining the trust in the digital economy) relating to the extent such manufacturer is not the Company or any use of its Subsidiaries) of Company Products which are therapeutic goods under the Therapeutic Goods ▇▇▇ ▇▇▇▇ (Cth) is properly Internet and validly licensed as a manufacturer by the TGA in respect of such Company Products and has complied with all conditions and regulatory requirements applicable to such licensesother telecommunication networks.
Appears in 1 contract
Sources: Stock Purchase Agreement (Global Med Technologies Inc)
Governmental Permits. (a) Emmis License owns, holds or possesses the Emmis Denver FCC Authorizations, and the Emmis Entities own, hold or possess all other licenses, franchises, permits, privileges, immunities, approvals and other authorizations from a Governmental Body that are necessary to entitle them to own or lease, operate and use the Purchased Assets and to carry on and conduct the Business substantially as conducted immediately prior to the date of this Agreement, except for such Governmental Permits as to which the failure to so own, hold or possess would not have a Material Adverse Effect (herein collectively called “Governmental Permits”). Schedule 5.18 3.9(a) sets forth a complete list and correct list brief description of all each such Governmental Permits used in the operation Permit held by each Emmis Entity as of the Business or otherwise held by the Company any date of this Agreement.
(b) Except as set forth in Schedule 3.9(b), each Emmis Entity has fulfilled and performed in all material respects --------------- its Subsidiaries, or in respect of any Company Product. The Company and its Subsidiaries own, possess or lawfully use in the operation obligations under each of the Business, all Governmental Permits, including all Marketing Authorizations for and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or material default under any such Governmental Permit. No notice of cancellation, of default or of any dispute concerning any Governmental Permit, or of any event, condition or state of facts described in the preceding sentence, has been received by either Emmis Entity. Except as set forth in Schedule 3.9(b), each Company Product of the Governmental Permits is valid, subsisting and in full --------------- force and effect, and, subject to the extent required by Law, which are necessary to conduct the Business as now or previously conducted by them or to the ownership receipt of the Assets now or previously owned by them, free and clear of all Liens except Permitted Liens. The Company Products have been correctly classified for the purpose of all Marketing Authorizations held by the Company. Neither the Company nor any of its Subsidiaries is in Default, nor has the Company or any of its Subsidiaries received any written notice of, norFCC Consent, to the Knowledge of the CompanyEmmis Entities, is may be assigned and transferred to the Company or any Buyer in accordance with this Agreement and at the time of its Subsidiaries or any Seller aware of, any claim of Default, with respect assignment to any such Governmental Permits. The Company and its Subsidiaries have been operated in compliance with all such Governmental Permits. All such Governmental Permits are valid and the Buyer will be in full force and effect, in each case without (a) the occurrence of any breach, default or forfeiture of rights thereunder or (b) the consent, approval or act of, or the making of any filing with, any Governmental Body or other party (other than the FCC as contemplated by Section 5.3). Except as set forth on Schedule 5.183.9(b), the Station is being operated in all such Governmental Permits are renewable by their terms or ----------- --------------- material respects in accordance with the ordinary course of business Emmis Denver FCC Authorizations and will not be adversely affected by in compliance in all material respects with the completion of Communications Act, the Transactions. The Company rules and its Subsidiariesregulations thereunder, as applicableand all other laws and regulations, have filed such timely federal, state and complete renewal applications as may be required by the Company or any of its Subsidiarieslocal, as applicable, with respect to such Governmental Permits and has paid all renewal fees in full, applicable to the extent that they have come dueStation. Neither the Company nor any of its Subsidiaries Emmis Entity has received any notification notice of any Governmental Permit revocationviolations of the Emmis Denver FCC Authorizations, cancellationthe Communications Act or the rules and regulations thereunder relating to the Station. There is no action by or before the FCC currently pending or, limitation, modification, lapse, suspension, integrity review, withdrawal or other adverse action (collectively “Governmental Permit Action”), and to the Knowledge of the CompanyEmmis Entities, no Governmental Permit Action is threatened to revoke, cancel, rescind, modify or has been threatened, undertaken, under investigation, or is pending. To refuse to renew in the Knowledge ordinary course any of the Company, no present or former shareholder, director, officer, contractor, agent or employee of the Company or any of its Subsidiaries, or any other Person owns or has any proprietary, financial or other interest (direct or indirect) in any Governmental Permits which the Company or any of its Subsidiaries now or previously owned, possessed or usedEmmis Denver FCC Authorizations.
(b) Each manufacturer (to the extent such manufacturer is not the Company or any of its Subsidiaries) of Company Products which are therapeutic goods under the Therapeutic Goods ▇▇▇ ▇▇▇▇ (Cth) is properly and validly licensed as a manufacturer by the TGA in respect of such Company Products and has complied with all conditions and regulatory requirements applicable to such licenses.
Appears in 1 contract
Governmental Permits. (a) Schedule 5.18 sets forth Seller owns, holds or possesses all licenses, franchises, permits, privileges, immunities, approvals and other authorizations from a complete and correct list of all Governmental Permits used in the operation of the Business or otherwise held by the Company any of its Subsidiaries, or in respect of any Company Product. The Company and its Subsidiaries own, possess or lawfully use in the operation of the Business, all Governmental Permits, including all Marketing Authorizations for each Company Product to the extent required by Law, Body which are necessary to entitle it to own or lease, operate and use the Purchased Assets and to carry on and conduct the Business as now currently conducted on the real property occupied by Seller (herein collectively called "Governmental Permits") except for such Governmental Permits as to which the failure to own, hold or previously conducted possess would not have a material adverse effect on the Purchased Assets or the Business. Schedule 5.9 sets forth a list and brief description of each Governmental Permit, except for such incidental licenses, permits and other authorizations which would be readily obtainable by them any qualified applicant without undue burden in the event of any lapse, termination, cancellation or to the ownership forfeiture thereof. Complete and correct copies of all of the Assets now Governmental Permits have heretofore been delivered to Buyer by Seller.
(b) Seller has performed its obligations under each Governmental Permit, and no event has occurred or previously owned by themcondition or state of facts exists which constitutes or, free and clear after notice or lapse of all Liens except Permitted Liens. The Company Products have been correctly classified for the purpose of all Marketing Authorizations held by the Company. Neither the Company nor any of its Subsidiaries is in Defaulttime or both, nor has the Company would constitute a breach or any of its Subsidiaries received any written notice of, nor, to the Knowledge of the Company, is the Company or any of its Subsidiaries or any Seller aware of, any claim of Default, with respect to default under any such Governmental Permits. The Company and its Subsidiaries have been operated in compliance with all Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Governmental Permits. All Permit, or which might adversely affect in any material respect the rights of Seller under any such Governmental Permits are valid and Permit. No notice of cancellation, of default or of any dispute concerning any Governmental Permit, or of any event, condition or state of facts described in full force and effectthe preceding sentence, has been received by, or is known to, Seller. Except as set forth on Schedule 5.185.9, all such each Governmental Permits are renewable by their terms or Permit is valid, subsisting and in the ordinary course of business full force and effect and may be assigned and transferred to Buyer in accordance with this Agreement and will not be adversely affected by continue in full force and effect thereafter, in each case without (A) the completion of the Transactions. The Company and its Subsidiaries, as applicable, have filed such timely and complete renewal applications as may be required by the Company or any of its Subsidiaries, as applicable, with respect to such Governmental Permits and has paid all renewal fees in full, to the extent that they have come due. Neither the Company nor any of its Subsidiaries has received any notification occurrence of any Governmental Permit revocationbreach, cancellation, limitation, modification, lapse, suspension, integrity review, withdrawal default or other adverse action (collectively “Governmental Permit Action”), and to the Knowledge forfeiture of the Company, no Governmental Permit Action is or has been threatened, undertaken, under investigationrights thereunder, or is pending. To (B) the Knowledge of the Companyconsent, no present or former shareholder, director, officer, contractor, agent or employee of the Company or any of its Subsidiariesapproval, or act of, or the making of any other Person owns or has any proprietaryfiling with, financial or other interest (direct or indirect) in any Governmental Permits which the Company or any of its Subsidiaries now or previously owned, possessed or usedBody.
(b) Each manufacturer (to the extent such manufacturer is not the Company or any of its Subsidiaries) of Company Products which are therapeutic goods under the Therapeutic Goods ▇▇▇ ▇▇▇▇ (Cth) is properly and validly licensed as a manufacturer by the TGA in respect of such Company Products and has complied with all conditions and regulatory requirements applicable to such licenses.
Appears in 1 contract
Sources: Asset Purchase Agreement (Diversified Food Group Inc)
Governmental Permits. (a) Schedule 5.18 sets forth a complete and correct list of all Governmental Permits used in the operation of the Business or otherwise held by the Company any of its Subsidiaries, or in respect of any Company Product. The Company and its Subsidiaries (and the -------------------- Seller with respect to the UK Facility) own, hold or possess or lawfully use in the operation of the Businessall material licenses, all franchises, permits, approvals and other authorizations from a Governmental Permits, including all Marketing Authorizations for each Company Product to the extent required by Law, Body which are necessary to entitle them to own or lease, operate and use their assets and to carry on and conduct their business substantially as currently conducted (herein collectively called "Governmental Permits"). -------------------- Schedule 4.9 sets forth a list of each Governmental Permit, except for such ------------ incidental licenses, permits and other authorizations which would be readily obtainable by any qualified applicant without undue burden in the Business event of any lapse, termination, cancellation or forfeiture thereof. Except as now or previously conducted by them or set forth in Schedule 4.9, (i) each of the Company and its ------------ Subsidiaries (and the Seller with respect to the ownership UK Facility) has fulfilled and performed its obligations under each of the Assets now Governmental Permits in all material respects, and no event has occurred or previously owned by themcondition or state of facts exists which constitutes or, free and clear after notice or lapse of all Liens except Permitted Liens. The Company Products have been correctly classified for time or both, would constitute a material breach or material default under any such Governmental Permit or which permits or, after notice or lapse of time or both, would permit revocation or termination of any such Governmental Permit (other than the purpose termination thereof at the scheduled expiration of all Marketing Authorizations held by such Governmental Permit), or which might adversely affect in any material respect the Company. Neither rights of the Company nor any of and its Subsidiaries under any such Governmental Permit; (ii) no notice of cancellation, of default or of any dispute concerning any Governmental Permit, or of any event, condition or state of facts described in the preceding clause, has been received by, or is in Defaultknown to, nor has the Seller, the Company or any of its Subsidiaries received any written notice of, nor, to the Knowledge Subsidiary; and (iii) each of the Company, is the Company or any of its Subsidiaries or any Seller aware of, any claim of Default, with respect to any such Governmental Permits. The Company and its Subsidiaries have been operated in compliance with all such Governmental Permits. All such Governmental Permits are valid is valid, subsisting and in full force and effect. Except as set forth on Schedule 5.18, all such Governmental Permits are renewable by their terms or in each case without (x) the ordinary course of business and will not be adversely affected by the completion of the Transactions. The Company and its Subsidiaries, as applicable, have filed such timely and complete renewal applications as may be required by the Company or any of its Subsidiaries, as applicable, with respect to such Governmental Permits and has paid all renewal fees in full, to the extent that they have come due. Neither the Company nor any of its Subsidiaries has received any notification occurrence of any Governmental Permit revocationbreach, cancellation, limitation, modification, lapse, suspension, integrity review, withdrawal default or other adverse action (collectively “Governmental Permit Action”), and to the Knowledge forfeiture of the Company, no Governmental Permit Action is or has been threatened, undertaken, under investigationrights thereunder, or is pending. To (y) the Knowledge of the Companyconsent, no present or former shareholder, director, officer, contractor, agent or employee of the Company or any of its Subsidiariesapproval, or act of, or the making of any other Person owns or has any proprietaryfiling with, financial or other interest (direct or indirect) in any Governmental Permits which the Company or any of its Subsidiaries now or previously owned, possessed or usedBody.
(b) Each manufacturer (to the extent such manufacturer is not the Company or any of its Subsidiaries) of Company Products which are therapeutic goods under the Therapeutic Goods ▇▇▇ ▇▇▇▇ (Cth) is properly and validly licensed as a manufacturer by the TGA in respect of such Company Products and has complied with all conditions and regulatory requirements applicable to such licenses.
Appears in 1 contract
Governmental Permits. (a) Excluding business registrations in the jurisdictions set forth on Schedule 5.18 5.1 and Schedule 5.3, Schedule 5.19 sets forth a complete and correct list of all Governmental Permits used in the operation of the Business or otherwise held by the Company or any of its Subsidiaries, or in respect of any Company Product. The Company and its Subsidiaries own, possess or lawfully use in the operation of the Business, all Governmental Permits, including all Marketing Authorizations for each Company Product to the extent required by Law, Permits which are necessary to conduct the Business as now or previously conducted by them or to the ownership of the Assets now or previously owned by them, free and clear of all Liens except Permitted Liens. The Company Products have been correctly classified for the purpose of all Marketing Authorizations held by the Company. Neither the Company nor any of its Subsidiaries is in Default, nor has the Company or any of its Subsidiaries it received any written notice of, nor, to the Knowledge of nor is the Company, is the Company or any of its Subsidiaries or any Seller Party aware of, any claim of Default, with respect to any such Governmental Permits. The Company and each of its Subsidiaries have has been operated in compliance with all such Governmental PermitsPermits in all material respects. All such Governmental Permits are valid and in full force and effect. Except as set forth on Schedule 5.185.19, all such Governmental Permits are renewable by their terms or in the ordinary course of business and will not be adversely affected by the completion of the TransactionsTransaction. The Company and each of its Subsidiaries, as applicable, have Subsidiaries has filed such timely and complete renewal applications as may be required by the Company or any of its Subsidiaries, as applicable, it with respect to such Governmental Permits and has paid all renewal fees in full, to the extent that they have come due. Neither Except as set forth on Schedule 5.19, neither the Company nor any of its Subsidiaries has received any notification of any Governmental Permit revocation, cancellation, limitation, modification, lapse, suspension, integrity review, withdrawal or other adverse action (collectively “Governmental Permit Action”), and to the Knowledge of the CompanyCompany or any Seller Party, no Governmental Permit Action is or has been threatened, undertaken, under investigation, or is pending. To the Knowledge of the Company, no No occurrence or event has occurred that could reasonably result in a Governmental Permit Action. No present or former shareholder, director, officer, contractor, agent or employee of the Company or any of its Subsidiaries, or any other Person owns or has any proprietary, financial or other interest (direct or indirect) in any Governmental Permits which the Company or any of its Subsidiaries now or previously owned, possessed or used.
(b) Each manufacturer (to the extent such manufacturer is not the Company or any of its Subsidiaries) of Company Products which are therapeutic goods under the Therapeutic Goods ▇▇▇ ▇▇▇▇ (Cth) is properly and validly licensed as a manufacturer by the TGA in respect of such Company Products and has complied with all conditions and regulatory requirements applicable to such licenses.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Tabula Rasa HealthCare, Inc.)
Governmental Permits. (a) Sellers own, hold or possess the Station Licenses and all other licenses, franchises, permits, privileges, immunities, approvals and other authorizations from a Governmental Body that are necessary to entitle them to own or lease, operate and use the assets of the Station and to carry on and conduct the Business (herein collectively called "Governmental Permits"). Schedule 5.18 4.9(a) sets forth a complete list and correct list brief description of all each such Governmental Permits used in the operation Permit held by Sellers as of the Business or otherwise held by date of this Agreement.
(b) Except as set forth in Schedule 4.9(b), the Company any of its Subsidiaries, or ACME Entities have fulfilled and performed in respect of any Company Product. The Company and its Subsidiaries own, possess or lawfully use in the operation all material respects their obligations under each of the Business, all Governmental Permits, including all Marketing Authorizations for and no event has occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or material default under any such Governmental Permit. No notice of cancellation, of default or of any dispute concerning any Governmental Permit, or of any event, condition or state of facts described in the preceding sentence, has been received by the ACME Entities. Except as set forth in Schedule 4.9(b), each Company Product of the Governmental Permits is valid, subsisting and in full force and effect, and, subject to the extent required receipt of the FCC Consent and expiration of the waiting period under the HSR Act, may be assigned to Buyer or its Affiliates in accordance with this Agreement and at the time of assignment to Buyer or its Affiliates will be in full force and effect, in each case without (i) the occurrence of any breach, default or forfeiture of rights thereunder or (ii) the consent, approval or act of, or the making of any filing with, any Governmental Body or other party (other than the FCC as contemplated by LawSection 6.3).
(c) The Station is being operated in accordance with the Station Licenses and in compliance in all material respects with the Communications Act, which are necessary to conduct the Business as now or previously conducted by them or published rules and regulations thereunder, and all other laws and published regulations, federal, state and local, applicable to the ownership Station. Sellers have not received any notice of any violations of the Assets now Station Licenses, the Communications Act or previously owned the rules and regulations thereunder. There is no action by them, free and clear of all Liens except Permitted Liens. The Company Products have been correctly classified for or before the purpose of all Marketing Authorizations held by the Company. Neither the Company nor any of its Subsidiaries is in Default, nor has the Company or any of its Subsidiaries received any written notice of, norFCC currently pending or, to the Knowledge of the CompanyACME Entities, is threatened to revoke, cancel, rescind, modify or refuse to renew in the Company or ordinary course any of its Subsidiaries or any Seller aware of, any claim of Default, with respect to any such Governmental Permitsthe Station Licenses. The Company Station Licenses are validly issued in the name of ACME Oregon Licensee as listed on Schedule 4.9(a). Sellers have delivered to Buyer true and its Subsidiaries have been operated in compliance with complete copies of the Station Licenses, including any and all such Governmental Permitsamendments and other modifications thereto. All such Governmental Permits The Station Licenses are valid and in full force and effect, are valid for the balance of the current license term applicable generally to television stations licensed in the state where the Station is located, are unimpaired by any acts or omissions of the ACME Entities or any of their Affiliates, or the employees, agents, officers, directors or managers, or shareholders or members of the ACME Entities or any of their Affiliates, and are free and clear of any restrictions which might limit the operation of the Station in the manner and to the full extent as it is now operated (other than restrictions under the terms of the Station Licenses themselves and those restrictions in the Communications Act and the rules and policies of the FCC generally applicable to television stations of the same type). There are no applications, proceedings, or complaints pending or, to the Knowledge of the ACME Entities, threatened before a Governmental Body which may have a Material Adverse Effect on the Business, the Purchased Assets or the operation of the Station (other than rulemaking proceedings that apply to the television broadcasting industry generally). The ACME Entities do not have Knowledge of any reason why those of the Station Licenses subject to expiration might not be renewed in the ordinary course for a full term without material modifications or of any reason why any of the Station Licenses might be revoked. Except as set forth in Schedule 4.9(c), the Station is in compliance in all material respects with the FCC's published policy on Schedule 5.18, all such Governmental Permits are renewable by their terms or in exposure to radio frequency radiation. No renewal of any Station License would constitute a major environmental action under the ordinary course of business published rules and will not be adversely affected by the completion regulations of the TransactionsFCC. The Company and its SubsidiariesAs of the date of this Agreement, as applicable, have filed such timely and complete renewal applications as may be required by the Company or any of its Subsidiaries, as applicable, with respect to such Governmental Permits and has paid all renewal fees in full, to the extent that they have come due. Neither the Company nor any of its Subsidiaries has received any notification of any Governmental Permit revocation, cancellation, limitation, modification, lapse, suspension, integrity review, withdrawal or other adverse action (collectively “Governmental Permit Action”), and to the Knowledge of the CompanyACME Entities, there are no Governmental Permit Action is or has been threatened, undertakenfacts which, under investigation, the Communications Act or is pending. To the Knowledge published rules and regulations of the CompanyFCC, no present would disqualify Sellers from assigning the Station Licenses or former shareholderfrom consummating the transactions contemplated herein within the times contemplated herein. Sellers maintain an appropriate public inspection file at the Station's studios in accordance with published FCC rules and regulations. Access to the Station's transmission facilities is restricted in accordance with the published policies, director, officer, contractor, agent or employee rules and regulations of the Company or any of its Subsidiaries, or any other Person owns or has any proprietary, financial or other interest (direct or indirect) in any Governmental Permits which the Company or any of its Subsidiaries now or previously owned, possessed or usedFCC.
(b) Each manufacturer (to the extent such manufacturer is not the Company or any of its Subsidiaries) of Company Products which are therapeutic goods under the Therapeutic Goods ▇▇▇ ▇▇▇▇ (Cth) is properly and validly licensed as a manufacturer by the TGA in respect of such Company Products and has complied with all conditions and regulatory requirements applicable to such licenses.
Appears in 1 contract
Governmental Permits. The Companies and the Subsidiaries -------------------- own, hold or possess all licenses, franchises, permits, privileges, immunities, approvals and other authorizations, including without limitation adoption commitments or agreements, from a Governmental Body that are necessary to entitle them to own or lease, operate and use their respective assets and properties and to carry on and conduct the Business substantially as conducted immediately prior to the date of this Agreement (herein collectively called "Governmental Permits"). Each of the Companies and the Subsidiaries has complied -------------------- in all material respects with all terms and conditions of the Governmental Permits and, except as set forth on Schedule 5.8, the same will not be subject ------------ to suspension, modification, revocation, termination, cancellation or nonrenewal as a result of the execution and delivery and performance of this Agreement and Seller Ancillary Agreements or the consummation of the transactions contemplated hereby and thereby. Except as set forth in Schedule 5.8, (a) Schedule 5.18 sets forth no event has ------------ occurred or condition or state of facts exists which constitutes or, after notice or lapse of time or both, would constitute a complete and correct list of all material breach or default under any such Governmental Permits used in the operation of the Business Permit or otherwise held by the Company any of its Subsidiarieswhich allow, or in respect after notice or lapse of time, or both, would allow, revocation or termination of any Company Product. The Company and its Subsidiaries ownsuch Governmental Permit, possess or lawfully use in which might adversely affect the operation rights of the Business, all Governmental Permits, including all Marketing Authorizations for each Company Product to the extent required by Law, which are necessary to conduct the Business as now or previously conducted by them or to the ownership of the Assets now or previously owned by them, free and clear of all Liens except Permitted Liens. The Company Products have been correctly classified for the purpose of all Marketing Authorizations held by the Company. Neither the Company nor any of its Subsidiaries is in Default, nor has the either Company or any Subsidiary under any such Governmental Permit; (b) no notice of its Subsidiaries cancellation, default or any dispute concerning any Governmental Permit, or of any event, condition or state of facts described in the preceding clause has been received any written notice ofby, noror is known to, to the Knowledge of the CompanySeller, is the either Company or any Subsidiary; and (c) each of its Subsidiaries or any Seller aware of, any claim of Default, with respect to any such Governmental Permits. The Company and its Subsidiaries have been operated in compliance with all such Governmental Permits. All such the Governmental Permits are valid is valid, subsisting and in full force and effect. Except as set forth on Schedule 5.18, all such Governmental Permits are renewable by their terms or in the ordinary course effect any is not subject to any change of business control limitation and will not be adversely affected by continue in full force and effect after this Closing, in each case without (i) the completion of the Transactions. The Company and its Subsidiaries, as applicable, have filed such timely and complete renewal applications as may be required by the Company or any of its Subsidiaries, as applicable, with respect to such Governmental Permits and has paid all renewal fees in full, to the extent that they have come due. Neither the Company nor any of its Subsidiaries has received any notification occurrence of any Governmental Permit revocationbreach, cancellation, limitation, modification, lapse, suspension, integrity review, withdrawal or other adverse action (collectively “Governmental Permit Action”), and to the Knowledge of the Company, no Governmental Permit Action is or has been threatened, undertaken, under investigationdefault, or is pending. To the Knowledge forfeiture of the Company, no present or former shareholder, director, officer, contractor, agent or employee of the Company or any of its Subsidiariesrights thereunder, or (ii) the onset, approval, or act of, or the making of any other Person owns or has any proprietaryfiling with, financial or other interest (direct or indirect) in any Governmental Permits which the Company or any of its Subsidiaries now or previously owned, possessed or usedBody.
(b) Each manufacturer (to the extent such manufacturer is not the Company or any of its Subsidiaries) of Company Products which are therapeutic goods under the Therapeutic Goods ▇▇▇ ▇▇▇▇ (Cth) is properly and validly licensed as a manufacturer by the TGA in respect of such Company Products and has complied with all conditions and regulatory requirements applicable to such licenses.
Appears in 1 contract
Sources: Stock Purchase Agreement (McGraw-Hill Companies Inc)
Governmental Permits. (a) Each of the Company and the Subsidiaries owns, holds or possesses all licenses, franchises, permits, privileges, variances, immunities, approvals and other authorizations from Governmental Bodies that are necessary to entitle it to own or lease, operate and use its properties and assets and to carry on and conduct its business substantially as conducted, except for such incidental licenses, permits and other authorizations which would be readily obtainable by any qualified applicant without undue burden in the event of any lapse, termination, cancellation or forfeiture thereof (collectively, the “Governmental Permits”). Schedule 5.18 5.8 of the Disclosure Schedule sets forth a complete list and brief description of each Governmental Permit. Complete and correct list copies of all of the Governmental Permits used in the operation have heretofore been delivered to Parent.
(b) Except as set forth on Schedule 5.8 of the Business or otherwise held by Disclosure Schedule: (i) each of the Company and the Subsidiaries has fulfilled and performed its obligations under each Governmental Permit, and no event has occurred or condition or state of facts exists that constitutes or, after notice or lapse of time or both, would constitute a breach or default under any such Governmental Permit or that permits or, after notice or lapse of its Subsidiariestime or both, would permit revocation or in respect termination of any Company Product. The Company and its Subsidiaries own, possess such Governmental Permit or lawfully use in that might adversely affect the operation rights of the Business, all Governmental Permits, including all Marketing Authorizations for each Company Product to the extent required by Law, which are necessary to conduct the Business as now or previously conducted by them or to the ownership of the Assets now or previously owned by them, free and clear of all Liens except Permitted Liens. The Company Products have been correctly classified for the purpose of all Marketing Authorizations held by the Company. Neither the Company nor any of its Subsidiaries is in Default, nor has the Company or any Subsidiary under any such Governmental Permit; (ii) no notice of its Subsidiaries cancellation, of default or of any dispute concerning any Governmental Permit, or of any event, condition or state of facts described in the preceding clause, has been received any written notice ofby, noror is known to, to the Knowledge of the Company, is the Company or any Subsidiary; (iii) each of its Subsidiaries or any Seller aware of, any claim of Default, with respect to any such Governmental Permits. The Company and its Subsidiaries have been operated in compliance with all such Governmental Permits. All such the Governmental Permits are valid is valid, subsisting and in full force and effect. Except as set forth on Schedule 5.18; and (iv) the consummation of the transactions contemplated by this Agreement will not, all in the absence of consent, approval or act of, or the making of any filing with, any Governmental Body, cause a breach or default under any such Governmental Permits are renewable by their terms Permit or in the ordinary course permit revocation or termination of business and will not be adversely affected by the completion of the Transactions. The Company and its Subsidiaries, as applicable, have filed such timely and complete renewal applications as may be required by the Company or any of its Subsidiaries, as applicable, with respect to such Governmental Permits and has paid all renewal fees in full, to Permit or adversely affect the extent that they have come due. Neither the Company nor any of its Subsidiaries has received any notification of any Governmental Permit revocation, cancellation, limitation, modification, lapse, suspension, integrity review, withdrawal or other adverse action (collectively “Governmental Permit Action”), and to the Knowledge of the Company, no Governmental Permit Action is or has been threatened, undertaken, under investigation, or is pending. To the Knowledge of the Company, no present or former shareholder, director, officer, contractor, agent or employee rights of the Company or any of its Subsidiaries, or Subsidiary under any other Person owns or has any proprietary, financial or other interest (direct or indirect) in any such Governmental Permits which the Company or any of its Subsidiaries now or previously owned, possessed or usedPermit.
(b) Each manufacturer (to the extent such manufacturer is not the Company or any of its Subsidiaries) of Company Products which are therapeutic goods under the Therapeutic Goods ▇▇▇ ▇▇▇▇ (Cth) is properly and validly licensed as a manufacturer by the TGA in respect of such Company Products and has complied with all conditions and regulatory requirements applicable to such licenses.
Appears in 1 contract
Sources: Merger Agreement (Allscripts Healthcare Solutions Inc)