Common use of Permits; Compliance with Laws Clause in Contracts

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effect, the Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, registrations and clearances of any Governmental Entity (each, a “Permit”) necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and (i) all such Company Permits are in full force and effect, (ii) the Company and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Pc Tel Inc), Agreement and Plan of Merger (Pc Tel Inc), Agreement and Plan of Merger (Pc Tel Inc)

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Permits; Compliance with Laws. (a) Except as would not, or would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, (i) each of the Company and each Company Subsidiary is in possession of all franchises, grants, authorizations, licenses, permits, certificateseasements, variances, exemptionsexceptions, approvalsconsents, orderscertificates, registrations approvals and clearances orders of any Governmental Entity (each, a “Permit”) Authority necessary for the Company and each Company Subsidiary such entity to own, lease and operate its properties and assets, and or to carry on and operate its businesses business as currently it is now being conducted (the “Company Permits”), and (iii) all such Company Permits are in full force and effect, (ii) the Company and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in no default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, violation has occurred under any such Company Permit, Permit and no notice of a default or violation has been received from any Governmental Authority and (iv) neither the Company nor any of the Company Subsidiaries Subsidiary has received any written notice written, or to the knowledge of the Company, other notification from any Governmental Entity Authority threatening to revoke, suspend, modify suspend or cancel any such Company Permit.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Aeroflex Inc), Agreement and Plan of Merger (Aeroflex Inc)

Permits; Compliance with Laws. (a) Except as would not to have a Company Material Adverse Effect, the Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, registrations and clearances of any Governmental Entity (each, a “Permit”) necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”). Except, and individually or in the aggregate, as would not reasonably be expected to have a Company Material Adverse Effect, (i) all such Company Permits are in full force and effect, (ii) the Company and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such the Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) to the Company’s knowledge, neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Startek, Inc.)

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effect, the (i) The Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, registrations and clearances of any Governmental Entity (each, a “Permit”) necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and (iii) all such Company Permits are in full force and effect, (iiiii) the Company and the Company Subsidiaries are, and have been since January 1, 2021, are in compliance with the terms and requirements of such Company Permits, (iiiiv) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (ivv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify revoke or cancel suspend any such Company Permit, except, in each case of clauses (i) through (v), as has not had and, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Plan of Merger (MTS Systems Corp)

Permits; Compliance with Laws. (a) Except as would not have a Company Material Adverse Effect, Each of the Company and each Company Subsidiary is in possession of all franchises, grants, authorizations, licenses, permits, certificateseasements, variances, exemptionsexceptions, approvalsconsents, orderscertificates, registrations approvals and clearances orders of any Governmental Entity (each, a “Permit”) Authority necessary for the Company and each Company Subsidiary such entity to own, lease and operate its properties and assets, and or to carry on and operate its businesses business as currently it is now being conducted (the “Company Permits”), and (i) all such Company Permits are in full force and effect, (ii) the Company and the Company Subsidiaries arein each case except as has not had, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is would not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result inhave, a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, a Company Material Adverse Effect, no default or violation has occurred under any suspensionCompany Permit and no notice of a default or violation thereof has been received from any Governmental Authority. Neither the Company nor any Subsidiary has received any notification from any Governmental Authority revoking, cancellationsuspending or cancelling, modificationor threatening to revoke, termination suspend or revocation ofcancel, any such Company Permit, except as has not had, and (iv) neither the would not reasonably be expected to have, a Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company PermitMaterial Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gevity Hr Inc)

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Permits; Compliance with Laws. (a) Except The Company and its Subsidiaries are in possession of all franchises, grants, accreditations, registrations, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders necessary for the Company and its Subsidiaries to carry on their respective business as it is now being conducted or to own, lease or operate their properties (the “Company Permits”) and all Company Permits are in full force and effect and no suspension or cancellation of any of the Company Permits is pending or, to the Knowledge of the Company, threatened, except where the failure to be in possession of or be in full force and effect, or the suspension or cancellation of, any of the Company Permits would not have a Company Material Adverse Effect. No default has occurred under, and there exists no event that, with or without notice, lapse of time or both, would result in a default under, or would give to others any right of revocation, non-renewal, adverse modification or cancellation of any Company Permit, and neither the Company nor any of its Subsidiaries has received any cease and desist letters or written inquiries from any Governmental Authority with respect to any such Company Permit, except, in each case, as would not have a Company Material Adverse Effect, the Company and each Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, variances, exemptions, approvals, orders, registrations and clearances of any Governmental Entity (each, a “Permit”) necessary for the Company and each Company Subsidiary to own, lease and operate its properties and assets, and to carry on and operate its businesses as currently conducted (the “Company Permits”), and (i) all such Company Permits are in full force and effect, (ii) the Company and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, any such Company Permit, and (iv) neither the Company nor any of the Company Subsidiaries has received any written notice from any Governmental Entity threatening to revoke, suspend, modify or cancel any Company Permit.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Kemet Corp)

Permits; Compliance with Laws. (a) Except as would not, or would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, (i) each of the Company and each Company Subsidiary is in possession of all franchises, grants, authorizations, licenses, permits, certificateseasements, variances, exemptionsexceptions, approvalsconsents, orderscertificates, registrations approvals and clearances orders of any Governmental Entity (each, a “Permit”) Authority necessary for the Company and each Company Subsidiary such entity to own, lease and operate its properties and assets, and or to carry on and operate its businesses business as currently it is now being conducted (the "Company Permits"), and (iii) all such Company Permits are in full force and effect, (ii) the Company and the Company Subsidiaries are, and have been since January 1, 2021, in compliance with the terms and requirements of such Company Permits, (iii) the Company and each Company Subsidiary is not in no default under, and, to knowledge of the Company, no condition exists that, with or without notice, or lapse of time, or both, would constitute a default under, or would reasonably be expected to result in, any suspension, cancellation, modification, termination or revocation of, violation has occurred under any such Company Permit, Permit and no notice of a default or violation has been received from any Governmental Authority and (iv) neither the Company nor any of the Company Subsidiaries Subsidiary has received any written notice written, or to the knowledge of the Company, other notification from any Governmental Entity Authority threatening to revoke, suspend, modify suspend or cancel any such Company Permit.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Aeroflex Inc)

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