Legal Compliance; Permits Sample Clauses

Legal Compliance; Permits. To the Seller’s Knowledge, currently and since December 31, 2002, each Acquired Company has complied and is in compliance with all applicable Laws of all Governmental Authorities. Neither Seller nor any Acquired Company has received any written notice of or has been charged with the violation of any material Laws applicable to the Acquired Company Assets. To the Seller’s Knowledge, the Acquired Companies currently have all material Permits that are necessary to operate the Acquired Company Assets and the operations related thereto in the Ordinary Course of Business, all such Permits are in full force and effect, and no Acquired Company is in material default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a material default or violation) of any term, condition or provision of any such Permits. Notwithstanding the previous sentences, the Seller makes no representations or warranties in this Section 4(e) with respect to Taxes or Environmental Laws, for which the sole representations and warranties of the Seller are set forth in Sections 4(f) and 4(i), respectively.
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Legal Compliance; Permits. (a) Neither Enzon nor any of its Subsidiaries is, in any material respect, in conflict with, or in default or in violation of (i) any Legal Requirement applicable to Enzon or any of its Subsidiaries or by which Enzon or any of its Subsidiaries or any of their respective businesses or properties is, or Enzon believes is reasonably likely to be, bound or affected, (ii) any note, bond, mortgage, indenture, Contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Enzon or any of its Subsidiaries is a party or by which Enzon or any of its Subsidiaries or its or any of their respective properties is bound or affected. As of the date hereof, no investigation or review by any Governmental Authority is pending or has been threatened in a writing delivered to Enzon or any of its Subsidiaries, against Enzon or any of its Subsidiaries. There is no judgment, injunction, order or decree binding upon Enzon or any of its Subsidiaries which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Enzon or any of its Subsidiaries, any acquisition of property by Enzon or any of its Subsidiaries or the conduct of business by Enzon and its Subsidiaries as currently conducted.
Legal Compliance; Permits. Except with respect to (i) matters set forth in Schedule 4.11 (Litigation) (ii) compliance with Laws concerning Taxes (as to which representations and warranties are made only pursuant to Section 4.12) and (iii) compliance with Environmental Laws (as to which representations and warranties are made only pursuant to Section 4.13), (a) to the Knowledge of MLP GP, M&NE US is in compliance in all material respects with all Laws, (b) M&NE US has not received written notice of any violation of any Law relating to the operation of the Business or to any of its assets or operations which could reasonably be expected to have a Material Adverse Effect and (c) to the Knowledge of MLP GP, M&NE US possesses all material Permits necessary for it to own its assets and operate the Business as currently conducted, and all such Permits are in full force and effect, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Legal Compliance; Permits. (a) Neither Company nor any of its subsidiaries is in conflict with, or in default or violation of, any Legal Requirement or Company Obligation, except for any conflicts, defaults or violations that (individually or in the aggregate) would not cause Company to lose any material benefit or incur any material liability. No charge, complaint, claim, demand, notice, inquiry, investigation, action, suit, proceeding, hearing or review by any Governmental Entity is pending or, to the knowledge of Company, being threatened against Company or its subsidiaries, nor, to Company's knowledge, has any Governmental Entity indicated to Company an intention to conduct the same, other than, in each such case, those the outcome of which could not, individually or in the aggregate, reasonably be expected to have the effect of prohibiting or materially impairing any business practice of Company or any of its subsidiaries, any acquisition of material property by Company or any of its subsidiaries or the conduct of business by Company or any of its subsidiaries.
Legal Compliance; Permits. (a) Except as set forth in Schedule 3.9:
Legal Compliance; Permits. Except with respect to (i) matters set forth in Schedule 4.10 (Litigation) (ii) compliance with Laws concerning Taxes (as to which representations and warranties are made only pursuant to Section 4.11) and
Legal Compliance; Permits. Except with respect to (i) matters set forth on Schedule 5.6, if any, (ii) compliance with Laws concerning Taxes (as to which representations and warranties are made only pursuant to Section 5.7), and (c) compliance with Environmental Laws (as to which representations and warranties are made only pursuant to Section 5.8), since December 31, 2014:
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Legal Compliance; Permits. Except for any failures to comply that individually or in the aggregate would not have a material adverse effect on the business of Big Planet, taken as a whole, Big Planet and its predecessors and Affiliates have complied in all respects with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of all federal, state, local, and foreign governments (and all agencies thereof), and with the terms and conditions of all material licenses, permits, certificates, approvals, and authorities issued by any governmental agency or authority, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of them alleging any failure so to comply. Except as disclosed in Section 5.11 of the Disclosure Schedule, Big Planet has obtained and currently possesses all material licenses, permits, certificates, authorities and approvals necessary to operate its business as currently conducted including, without limitation, all required domestic and international telecommunications and electronic commerce licenses, permits, certificates, approvals and authorities. Subject to receipt of the approvals noted in Section 5.11 of the Disclosure Schedule, all such licenses, permits, certificates, approvals and authorities will be validly transferred to BP Holdings or its subsidiaries in connection with the Merger.
Legal Compliance; Permits. Except with respect to Tax matters (which are the subject of Section 3.07(b) (Financial Statements; Books and Records), Section 3.09(p) (Absence of Changes) and Section 3.12 (Tax Matters)), Intellectual Property Rights matters (which are the subject of Section 3.13 (Intellectual Property)), labor and employment matters (which are the subject of Section 3.22 (Labor Matters)), Employee Benefit Plan and ERISA matters (which are the subject of Section 3.233 (Employee Benefits)) and environmental matters (which are the subject of Section 3.22(a)4 (Environmental Matters)), each of the Target Companies is in material compliance with all Laws applicable to the ownership and operation of the Target Companies, including such Laws that require the Target Companies to possess Permits, licenses, registrations and authorizations of Governmental Authorities for the current operation of their business, including the Laws of the FDA and the USDA. To the Knowledge of the Target Companies, each of the co-manufacturers of the Target Companies’ products is in compliance with all Laws applicable to the manufacturing, assembly, sale, lease, storage and delivery of the Target Companies’ products, including such Laws that require such co-manufacturers to possess Permits, licenses, registrations and authorizations of Governmental Authorities for the current operation of their business, including the Laws of the FDA and the USDA. Except as set forth on Schedule 3.10, none of the Target Companies’ products being manufactured, assembled (other than the manufacture or assembly in connection with research and development), sold, leased or delivered by the Target Companies requires, at the date of this Agreement, any material approval of the FDA, the USDA or any other Governmental Authority for the purpose for which they are being manufactured, assembled, sold, leased or delivered and which approval has not been obtained. All Permits required for each of the Target Companies to conduct their respective businesses have been obtained by the Target Companies and are valid and in full force and effect. To the Knowledge of the Target Companies, the Target Companies’ products do not have any enforcement actions or other regulatory matters from FDA, USDA or other Governmental Authority that affect legal compliance or Permits. All fees and charges with respect to such Permits as of the date hereof have been paid in full. Schedule 3.10 lists all current Permits issued to any Target Company, inclu...
Legal Compliance; Permits. (a) Since January 1, 2021, neither the Company nor any of its Subsidiaries has been in conflict with, or in default, breach or violation of, any Law or Permit applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, except for conflicts, defaults, breaches or violations that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. To the knowledge of the Company, neither the Company nor any of its Subsidiaries has received, at any time since January 1, 2021, any written notice or communication from any Relevant Authority regarding any actual, alleged, or potential violation in any respect of, or a failure to comply with, any Law or Permit, except for any written notice or communication that would not be, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. No investigation or review by any Relevant Authority with respect to the Company or any of its Subsidiaries has occurred at any time in the past three (3) years or is pending or, to the knowledge of the Company, threatened in writing, nor has any Relevant Authority indicated in writing an intention to conduct the same.
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