Common use of Permits and Compliance Clause in Contracts

Permits and Compliance. (a) Except as disclosed in the Parent SEC Documents filed before the date hereof, each of Parent and its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, charters, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for Parent or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Parent Permits"), except where the failure to have any of the Parent Permits would not, individually or in the aggregate, have a Material Adverse Effect on Parent. Except as disclosed in the Parent SEC Documents filed before the date hereof, neither Parent nor any of its Subsidiaries is in violation of (A) its charter, by-laws or other organizational documents, (B) any applicable law, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over Parent or any of its Subsidiaries, except, in the case of clauses (B) and (C), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on Parent.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Interpublic Group of Companies Inc), Agreement and Plan of Merger (True North Communications Inc)

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Permits and Compliance. (a) Except as disclosed in the Parent Company SEC Documents filed before the date hereof, each of Parent the Company and its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, charters, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for Parent the Company or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Parent Company Permits"), except where the failure to have any of the Parent Company Permits would not, individually or in the aggregate, have a Material Adverse Effect on Parentthe Company. Except as disclosed in the Parent Company SEC Documents filed before the date hereof, neither Parent the Company nor any of its Subsidiaries is in violation of (A) its the charter, by-laws or other organizational documentsdocuments of the Company or any of its Significant Subsidiaries, (B) the charter, by-laws or other organizational documents of any Subsidiary that is not a Significant Subsidiary, (C) any applicable law, ordinance, administrative or governmental rule or regulation or (CD) any order, decree or judgment of any Governmental Entity having jurisdiction over Parent the Company or any of its Subsidiaries, except, in the case of clauses (B) and ), (C) or (D), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on Parentthe Company.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Interpublic Group of Companies Inc), Agreement and Plan of Merger (True North Communications Inc)

Permits and Compliance. (a) Except as disclosed in the Parent SEC Documents filed before the date hereofset forth on Item 2 of Schedule 2.8, each of Parent and its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, charters, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for Parent or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (collectively, the "Parent Permits"), except where the failure to have any of the Parent Permits would not, individually or in the aggregate, have a Material Adverse Effect on Parent. Except , and, as disclosed of the date of this Agreement, no suspension or cancellation of any of the Parent Permits is pending or, to the "Knowledge of Parent" (as defined in this Section 2.8), threatened, except where the suspension or cancellation of any of the Parent Permits would not, individually or in the Parent SEC Documents filed before the date hereofaggregate, neither have a Material Adverse Effect on Parent. Neither Parent nor any of its Subsidiaries is in default or violation of (A) its charter, by-laws bylaws or other organizational documents, (B) any applicable law, ordinance, administrative or governmental rule or regulation or regulation, (C) any order, decree or judgment of any Governmental Entity having jurisdiction over Parent or any of its Subsidiaries, except, in the case of clauses (B) and (C), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on Parent.9

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nova Corp \Ga\)

Permits and Compliance. (a) Except as disclosed in the Parent SEC Documents filed before the date hereofset forth on Item 2 of Schedule 2.8, each of Parent and its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, charters, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for Parent or any of its Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (collectively, the "Parent Permits"), except where the failure to have any of the Parent Permits would not, individually or in the aggregate, have a Material Adverse Effect on Parent. Except , and, as disclosed of the date of this Agreement, no suspension or cancellation of any of the Parent Permits is pending or, to the "Knowledge of Parent" (as defined in this Section 2.8), threatened, except where the suspension or cancellation of any of the Parent Permits would not, individually or in the Parent SEC Documents filed before the date hereofaggregate, neither have a Material Adverse Effect on Parent. Neither Parent nor any of its Subsidiaries is in default or violation of (A) its charter, by-laws bylaws or other organizational documents, (B) any applicable law, ordinance, administrative or governmental rule or regulation or regulation, (C) any order, decree or judgment of any Governmental Entity having jurisdiction over Parent or any of its Subsidiaries, except, in the case of clauses (B) and (C), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on Parent.A-8

Appears in 1 contract

Samples: 1 Agreement and Plan of Merger (Nova Corp \Ga\)

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Permits and Compliance. (a) Except as disclosed in Each of the Parent SEC Documents filed before the date hereof, each of Parent Companies and its their respective Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, charters, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for the Parent Companies or any of its their Subsidiaries to own, lease and operate its properties or to carry on its business as it is now being conducted (the "Parent Permits"), except where the failure to have any of the Parent Permits would notPermits, individually or in the aggregate, have has not had, and would not reasonably be expected to have, a Material Adverse Effect on Parent. Except the Parent Companies, and, as disclosed of the date of this Agreement, no suspension or cancellation of any of the Parent Permits is pending or, to the Knowledge of the Parent Companies (as hereinafter defined), threatened, except where the suspension or cancellation of any of the Parent Permits, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect on the Parent SEC Documents filed before Companies. None of the date hereof, neither Parent nor Companies or any of its their Subsidiaries is in violation of (A) its their respective charter, by-laws or other organizational documents, (B) any applicable law, ordinance, administrative or governmental rule or regulation or (C) any order, decree or judgment of any Governmental Entity having jurisdiction over Parent or any of its Subsidiaries, except, in the case of clauses (B) and (C), for any violations that, individually or in the aggregate, would not have a Material Adverse Effect on Parent.or

Appears in 1 contract

Samples: Agreement and Plan of Merger (Itt Corp /Nv/)

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